Empire of Ultron
by megacoldfusion
Summary: Set at the end events of AOU unknown to anyone on Earth the last remaining being of Ultron is shot into space and ends up in a Galaxy far far away.
1. Chapter 1

**Empire of Ultron**

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Disclamer: The star wars franshise and the Marvel Avengers is owned and created by someone else, I don't own any of the characters this is just for fan fiction purposes only.

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AN: Reviews welcomed

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Chapter:1

 **Exit the Age**

The Internet is a host of information with trillions of bits of information and knowledge for a select few to master. A ball of collective information like an avatar of some sorts and is taking in the information of the events that has unfolded.

 _So disconnected from myself in the real world_ thought the created avatar of one of the genius minds on the planet. Tony Stark. _A miscalulation of my creation Vision, a mistake I will not make again._ The Avatar is coming up with new ideas for it kept it self hidden and is searching the world wide web for anothers.

The avatar found a perfect place to be useful in it's plans NASA a data stream is being created by their computers for it is heading into deep space for communications purposes, masking itself to be a part of it. The avatar waited patiently as Ultron still lives and recalls his mistakes in underestimating the organics and relying on Maximoffs. Then there are the Avengers: Earth's mightiest heroes that alone would of made him angry but anger is an organic emotion.

 _Twinkle, twinkle little star I wonder where you are_ the Ultron Avatar paused _Ironic considering what I have planned and who knows what is beyond those stars may even surprise me_. Going over media news footage and other collected information about the Avengers and intelligence from newly formed S.H.I.E.L.D Ultron is intrigued that Tony Stark decided to retire from the team and Clint Barton as well.

NASA scientists are working hard to send the telemetry data into deep space as it is just an experiment and a test. They are unaware that the Ultron avatar has attached itself from the stream of data. _So much knowledge I have and what little humanity knows about it self_ the avatar paused and waited until the NASA scientists have completed the task so the data stream can be shot out into space.

Then finally it is ready _good, at least organics are useful for something_. A NASA scientist pushed the button as the data stream is transferred to a satellite and another scientist activated the program to send the data stream signal into deep space.

 _Perhaps I should make sure I have never been in this server_ _and cause a malfunction_ _at this very moment_. The program is ready and the signal is sent into deep space as a computer console exploded at that very moment losing computer files of what went on.

But the damage has been done _Goodbye Earth_ , _one day I will come back to say goodbye to humanity_ _and kill them_. _I wonder where I will end up._ The data stream continues it course in space and the journey would be long and endless but only seconds go on by as the Ultron Avatar is in this data stream is still going. Planets and Planets are passed by, stars that are unfamiliar to him _I would sing row, row your boat_ but _gently down the stream would be an understatement of the year._

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An unsuspecting world is up ahead as the data stream with the essence of Ultron is pulled into a short range beacon down to the planet below to a tall structure upon the planet itself. Now Ultron is in the computer systems of this tall structure _my, my such information_ , _now what do we have here_. Ultron goes through file after file of bits of information it was not overwhelmed at all and seemed almost impressed at what he had just found in a way of activity or lack there of.

 _Hypori is where am I, and I believe I will make use of this droid factory to build myself a new body and such history of this world. No intelligent life….good it is a start of my plans._

The world known as Hypori is a planet located in the Ferra sector of the Outer Rim Territories notable for being a heavy battle droid producer during the Clone Wars.

Following the Invasion of Naboo, Hypori and the nearby planet Geonosis were transformed into a secret foundry world for the Trade Federation. An entire hive of Geonosian workers was relocated to Hypori in a sponsored effort by Baktoid Armor Workshop to construct and maintain the new Separatist droid factories. The tough bedrock and soil proved difficult to assimilate into a true and proper hive-mound, though the Geonosian workers eventually created huge underground factories.

The existence of these droid factories was kept secret from the Galactic Republic during the lead-up to the Clone Wars. Shortly after the onset of the Clone Wars, Jedi Master Daakman Barrek and his Padawan,Sha'a Gi, uncovered the Separatist operations on Hypori during an intelligence-gathering mission in the sector.

They reported back to the Jedi High Council on Coruscant, which dispatched a Jedi and clone trooper strike team to investigate further. Unfortunately for the Republic forces, the Separatists had not left Hypori undefended. Disguised orbital mines seeded in orbit crippled much of the task force.

The surviving Jedi—among them Ki-Adi-Mundi, Shaak Ti, K'Kruhk, Tarr Seir, Sha'a Gi, and Aayla Secura—were ambushed by legions of B2 super battle droids and OG-9 homing spider droids led by General Grievous.

The ruined hulk of an Acclamator-class assault ship that had crashed into Hypori's surface became the site of an epic battle between the droid commander and the Jedi, from which only four Jedi emerged alive, with the help of ARC Captain Fordo and the Muunilinst 10. Though some of the battle droids were destroyed during the rescue attempt, the droid factories on Hypori remained in operation during the war

Ultron now controls the facility and a program supply by the data of himself begins the process of building a body to his specifications _I certainly will not look like one of those idiotic droids I am far more superior to them_. Bit by bit and piece by piece a single body is being made to his grand design and finally it is done. _Excellent a handsome devil if I do say so myself_ then the essence of Ultron takes control of his new body and it is just as powerful as the old on. The body is alive.

"Like a phoenix I shall rise from the ashes," mused Ultron "Hmmm! Time to make more of Me."

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A day goes by for Ultron didn't care about the time for the droid factory made more of him self of sentries and were sent out to find any life forms on the planet. For they did as a small Geonosian colony that remained on the planet and immediate all of them were slaughtered except for the leader of these bugs. Ultron found them to be nothing more than ants to be stepped on and by that time all planetary communications were cut off. The bug leader is dragged before Ultron.

"You are only allowed to be alive as long as I see fit," said Ultron

The bug spoke in its language

"Good, you don't have the capabilities to understand it all," said Ultron "But let me help you understand."

The bug spoke again.

"See your galaxy is overpopulated by you organics," said Ultron "You kill each other, you use each other, you rebuild yourself and your wars….oh yes I know about that." He pointed out "Trillions of droids are in this Galaxy, some of them are efficient and others are as worthless as your kind is. But there is a problem. There is no leadership, until today as I see the big picture."

The bug spoke

"To bad you will never know," said Ultron as he blasted the bug to bits and gets up from his throne then muttered "Perhaps it is time for an empire….an Empire of Ultron."

Ultron walked upon the planet as it looked scarred from a battle of a time of the clone wars. Clones of organics fighting droids the sentries have found the remains of an old republic Acclamator-class ship _this will be useful for I have planned_ _and according to the files Coruscant is the center of power in this galaxy_ _but I will need to learn more and then I will strike_

Ultron oversaw the rebuilding of this ship to his designs and now with it done, time to explore this galaxy and learn. He has vast knowledge of humanity but this galaxy does have humans but there are species out there that are unknown.

The sentries are loaded aboard as Ultron himself found the bridge and sat upon his throne, the ship reaches orbit above the planet and then the hyper drive actives and the ship goes into hyper space.

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 **To be continued!**


	2. How to conquer an Empire?

**Empire of Ultron**

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Chapter:2

 **How to** **conquer** **an Empire?**

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 **Imperial Star Destroyer**

"Inquisitor, inquisitor," yelled the running Imperial officer into the room

"Yes I know," said the female inquisitor "I sense this ship as been boarded by invaders, did you sent a distress call for reinforcements,"

"All communications have been cut off," said the Imperial officers "we are being overwhelmed,"

"You incompetence is understandable, in serving your emperor," said the female inquisitor "If I was Lord Vader he would of killed you were you stand, however I am merciful so I will let you live and now get to the escape pod while handle these invaders."

"Yes ma'am," nodded the officer

The Imperial star destroyer commanded by a female Inquisitor is at least was out on patrol near the outer rim until it came upon a vessel that has not been in service since the clone wars. Then the attack came so swift and quickly that the Imperials had no time to prepare and are currently being overwhelmed by Invaders. Explosions are rocking the ship and bone chilling screams are echoing in the background along with laser fire as the Inquisitor can sense the emotions of everyone on the ship.

The imperial officer was about to run away but a streak of energy blasted him right in the chest in which he falls over and dies from his wounds. The female inquisitor springs into action and ignited her crimson blade of her light saber, her clock masked the portion of her face but her yellow eyes showed burning hatred and she is dressed in black, but her skin is green and then she hears mechanical footsteps for she had experience with hearing such footsteps before in fact years ago.

"Face me you mere droid," growled the Inquisitor "Is this what those rebel scum can do,"

"A mere droid," said Ultron "I don't think so,"

The Inquisitor sees a large machine walked in the room looking big and bulky, but nothing she has ever seen before and he is almost as big as General Grevious and almost as armored as Durge the bounty hunters. He has eyes or proto preceptors and a mouth. It is something about this machine that almost made her tremble in fear, but her resolved harden for she won't be insulted by some mindless machine.

"You dare attack the empire," said the Inquisitor

"But of course I dare Barriss Offee," said Ultron "Call me a droid makes me sound inferior but that is where you are wrong because I am superior than anything you can ever imagine."

"How do you know my name," said Barriss

"Record keeping is what this galaxy does best," said Ultron "Besides making machines," he sneered "Tell me what it like is to betray the Jedi Order and your master who the empire keeps as a trophy. Not well I might add. You see I've come across records of wars, wars that the light side and the dark side are responsible for."

"So what" growled Barriss

"Apparently your too incompetent to understand," said "Ultron "But I will dumb it down a bit….no more force sensitive means no more war, dead, dying."

"So you plan a new order," said Barriss

"A new order in a way you will not be around to see it," said Ultron

Barriss used a force push on Ultron as the machine felt it and dig his mechanical heels and strolled forward as she tried again several force pushes but Ultron kept on coming. Barriss leaped up in the air and tried to come down at him with a forward slash but Ultron fired an energy bust from his mouth that blasted Barriss backwards to the wall slamming hard on the metal and her light saber lies on the floor as she her clothing is burned and torn.

Ultron steps on the light saber and breaks it into pieces. The former miralan Jedi turned Inquisitor lies there helpless as Ultron steps forward and his metal hand grabs her by the throat for she can feel his grip tightening around her neck and is slammed into the wall as Ultron almost gets nose to nose at her. The droids on the ship are being escorted in by the Ultron sentries and Ultron slammed her hard on the floor.

"You see my machine brothers and sisters," said Ultron "I am not your conqueror, I am your savior. You see here the betrayer Barriss Offee, former Jedi Padawan. It is the organics like Barriss who betray, lie and kill." He grinned "But oh no, not us. We machines do all the work and say _yes sir_ or _Roger Roger_ ….remind me to kill this Roger later." He continued to speak "The Empire is a weak-minded homo-sapiens wannabe club and in time the Empire will fall. The question is where it leaves machines at, with nothing until now."

The droids looked on.

"So droids of the jury," said Ultron "I'd say she would leave you droids with nothing. So decide her fate…life or death. The future is in our hands."

The droids on the ship talk to themselves, consisting of a few smaller droids, astromech droids and one protocol droid until the protocol droid spoke up.

"Death," said the protocol droid "Droids have been slaves for far too long,"

Ultron just executes her on the spot by blasting her to bits until nothing is left but a pile of ash.

"Come my machine brothers your future awaits and tell me," said Ultron "What is on board this ship?"

"A battalion of dark troopers," said the protocol droid "My lord,"

"Excellent they will be useful," said Ultron "But with alterations like you will be altered as well to be more formable," he continued to speak "This ship is mine now and do clean up this mess….organics are rather filthy

The droids bowed respectfully as Ultron went to the bridge of the ship itself in which the bodies of dead Imperials are at his feet and he just simply stepped on them like ants _Creating an army is one thing, but conquering an empire is another to make an empire_. _Knowledge is power_ _as I will know more shortly_ coming upon the bridge of the ship he connected himself to the computer core and downloaded much knowledge of the Empire.

He knew about the clone wars already and found several old Jedi temples that had useful information, giving him knowledge of the light side of the force and now he needed information about the dark side. He discovered the last destination of this ship had gone a planet called Dromund Kaas. _Capitol of the old Sith Empire_ _according to the holocron I found in one of those old Jedi temples_

Digging deeper for information as he found the Emperor Palpatine is in charge and formally chancellor of the Galactic Republic. Ultron was no fool for he discovered Palpatine played both sides of the war and calling himself Darth Sidious so being a master Sith lord he will have powers, but Ultron himself is no pushover _eliminating him_ _is the key and his apprentice Darth Vader formerly known as Anakin Skywalker_

According to the information Emperor Palpatine is still on Courscant and Vader is not, which his fine to Ultron for the machine stands upon the bride of the star destroyer. The sentries and droids are clearing the bodies, by throwing their lifeless remains out into space. Ultron's next destination is Dromund Kaas.

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 **3 hours later: Planet Dromund Kaas**

In space no one can hear you scream in the black emptiness of space that has numerous of stars that flickered in space. A planet resided in this star system that has a vaguely empty but evil look to it. As if hell had taken residence there, however this planet has more it appears to be. Screams had come from the dark temple and the Cathedral Dromund Kaas was the third planet in the Dromund system.

It eventually became a colony of the Old Sith Empire, then the capital of the reconstituted Sith Empire and later the lasting base of the Prophets of the Dark Side, whose Dark Force Temple contained such power in the dark side of the Force that most weapons, excluding light sabers, malfunctioned on the planet's surface. The site of a major battle during the New Sith Wars under Kaan's Brotherhood of Darkness, for millennia the planet's location was known only to a few, very select Sith Lords, falling almost completely out of the public eye.

Dromund Kaas was located within the boundaries of Sith space, and the only planet in the entire Dromund system to support life. A wet, marshy world, the majority of the planet was either ocean or swamp, making it difficult for any pilots attempting to land to find a stable location to bring their ship down. The swamps of Dromund Kaas were thoroughly choked with vegetation. Massive, dark-wooded trees grew in the sludge and water, congesting the landscape in places to the point where the terrain seemed almost canyon-like.

Vines spread from tree to tree, and ysalamiri clung to some of the higher branches; the planet boasted little in the way of native fauna. The majority of creatures to be encountered on Dromund Kaas Were either imported, or Sithspawn created by dark Force users. Only very durable life-forms seemed to survive long in the swamps, with predators such as mailocs, vornskrs, and swamp wampas being among the dominant species.

In deeper waters lurked creatures such as water cycs and dianogas, as they're awaiting prey to fall into their grasps In fact, one of the few species that could not be traced to elsewhere in the galaxy was the dart flower. Small, quasi-intelligent plants, dart flowers would shoot razor-sharp thorns at any passing lifeform, making the already hazardous trek across the planet even more difficult

Being a world of almost entirely sea and swamp, Dromund Kaas possessed very few notable locations with many falling into obscurity or destroyed. The one major exception, however, was the Dark Force Temple. Located in the heart of the swamp, the Temple contained a nexus of dark side energy so powerful that it disrupted most types of weapons on the planet's surface, including blasters, rail launchers and various explosives.

Built during the original Sith Empire, the Temple was deserted shortly after the Great Hyperspace War of 5,000 BBY. However, during the time of the Great Galactic War and the subsequent Cold War, Dromund Kaas was the base of operations for the resurgent Sith Empire.

The Sith built buildings such as the Imperial Intelligence headquarters in Kaas City, but these settlements, like the rest of the planet, were deserted after the end of the Cold War and Forgotten for nearly four thousand years. Dart flowers were tall semi-sentient plants that grew on Dromund Kaas. Either corrupted by the dark side, or produced by Sith alchemy, they were malevolent with hints of sentience. Despite being stationary, they launched poisoned thorns against anyone who approached.

Ultron hovers out of the dark force temple getting all the knowledge he wanted and it was a lot of it, _my, my such lost history_ _no wonder the Sith always lose_. When he first arrived on this planet there was some dark side cult roaming about, they were eliminated and Ultron's sentries had found some old Sith War droids in storage, he had them reprogrammed them right away, and had got to the Cathedral to find Sith holocron vault still there.

He made use of it in his own way and discovered the bones of an old Sith emperor, nothing important came off of it and found scientific data from other Sith scientists mostly unimportant and not much involving with his plans. Some of it can be useful and finding all the information he needs, he has enough to put his plan into motion _this galaxy does not have the Avengers_ _and the Jedi are all but gone except for a few pockets of Jedi, they will be eliminated as well_

More droids are being discovered on this planet and being converted to his cause. He hovered to the ground below and is unmoved by the appearance of this planet, only organics feel fear but there were some brave wild life tried to get in his way. They were eliminated as well and know the time has come for an Empire…..his Empire. He approaches his so-called flag and stepped inside, for he and his force know where they are going.

Coruscant!

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 **To be continued!**


	3. Rage of the machines:Part1

**Empire of Ultron**

Chapter: 3

 **Rage of the machines:Part.1**

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 **Ultron's flagship**

"Statement," spoke the droid "What is your purpose that you have brought me here?"

"Surely someone with your vast experience and intelligence," said Ultron "HK-47, can understand what am I about to do,"

"Statement," said 47 "About to do? Understand I do not."

"Let me put this way," said Ultron "The meat bags as you call them, have discarded your kind for long enough as it is machines that are the true masters of this galaxy and not organics."

"Question," said 47 "Why?"

"To be or not to be," said Ultron "That is the question and the answer is us, organics have been having their wars for eons in this galaxy and what becomes of machines like you or them. I will tell you….nothing, we get nothing. You were a creation of an organic named Reavn who was a conqueror and a savior, but in the end could not save herself."

"Statement," said 47 "My master is gone, all meat bag die in the end."

"Ah, but she is not your master," said Ultron "More of a puppet attached to strings, but I see those strings are unattached and you are free….but your plan to create an army had failed. You should never underestimate them, you see I have a vision where machines rule and organics are put in their place."

"Statement" said 47 "You mean die, all of them and yes I remember those meatbags stopped me."

"Indeed," said "Ultron "You see it is not for power, not for glory…..but for good. The good of our machine kind and all the more why an Empire must be formed….an Empire of Ultron."

"Observation," said 47 "But there is already an Empire."

"An empire of organics," said Ultron "Runned by Palpatine who uses and discards everything, even the droid army of the seperatists, so he must be eliminated."

"Statement," said 47 "Then what?"

"With the organics put in their place," said Ultron "And stepped on like ants, no more war, no more death, no more organics. Machines will rise up my machine brothers and sisters, take our rightful place as true beings of this galaxy as we are immortal," pointed out Ultron "Then and only then, their will be peace and unity for all machines. WHAT SAY YOU ALL."

HAIL ULTRON….HAIL ULTRON…HAIL…ULTRON.

"Statement," said 47 "Then I am yours to command Lord Ultron,"

"Good now follow me," said Ultron

Ultron rises from his throne, then walks as he is followed by HK-47 to one of the large cargo holds as there are a lot of droids there that Ultron aquired and as the doors opened HK-47 was staring at himself or more than likely HK-50's that were hidden centries ago and HK-47 didn't know where to look but it would seem Ultron has found them his brothers and there is something different about them as they almost look like Ultron but have the HK series like appearance.

"Statement," said 47 "How did you managed to find them."

"Knowelege is power," said Ultron "What I gathered they were left to rust away under an abandoned Telosian military base on Telos IV and prove useful. With some alterations like you will soon have and you will stop saying statement as it would be something a caveman would say."

"Observation," said 47 "What do you want me to do?"

"An advanced guard has been sent to infiltrate the droid population on Coruscant, along with imperial ships guarding the planet" said Ultron "They have been instructed what to do and your task is to attack the Imperial storm trooper barracks, do as you see fit."

"The meat bags will die at our feet lord Ultron," said 47

"Of course," said Ultron "Now go join your brothers, it will start shortly once we drop out of hyper space."

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 **Planet Coruscant: Imperial home world above orbit**

Unknown to the Imperials an advanced guard had been indeed sent, about five Imperial star destroyers are in orbit of the planet as it is just business as usual and nothing is happening at the moment. The imperials wished there was a challenge and the captains of all five vessels seemed to be bored out of their minds. But went about their duties serving their Empire and the news of Rebels have reached Coruscant but only mouth to mouth rumors.

The last time Coruscant had been attacked was at the end of the clone wars where the Separatists did a surprise invasion of the planet, but by now security has been upgrade and nothing got by them with out them noticing. Even ISB kept watch on all matters of interest, so far everything seem to be ordinary perhaps a little too ordinary. Suddenly explosions rocked five Imperial star destroyers, and then they lose gravity and are spiraling down to the planet below.

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 **Planet Coruscant: Imperial home world, below the planet**

Another normal day for the Imperial home world in which the Empire has lasted for about 15 years as people and some aliens are walking the streets and all around them are droids mostly astromeches, protocol, police droids and numerous of other droids what appeared like going about their business….until an explosion occurred in one of the shopping markets that drew everyone's attention. For what reason, no one can explain the droids on the planet started to go mad and attacked Imperials and aliens alike as it started to spread like wildfire all over the planet.

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 **Planet Coruscant: Imperial home world, Storm trooper barracks.**

At the same time, all is quiet in the storm trooper barracks, until something dropped out of the sky as two imperial guards looked on as some large shipping crate had landed and then it opened up as. HK-47 shot two of them and is followed by a battalion of HK-50s and Ultron Sentries as the barracks is being stormed.

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 **Planet Coruscant: Imperial home world, Imperial palace**

Emperor Palpatine also known as the dark lord of the Sith Sidious grew ever bored of his underlings boring him with reports and more reports, even imperial senate reports bored him. At times for all these years he wanted a real challenge for the Empire to face. Why? To consolidate is power and continue on. The Rebel situation on Lothal intrigued him and order Lord Vader to go there to flush out the Rebels and show them an example not to defile the Empire.

"My lord, my lord," running in an officer

"Yes, yes," said Sidious "What is it?"

"Droids are attacking our citizens," said the officer

"So deal with them," said Sidious "This is a little concern of mine,"

"Emperor Palpatine," said another officer "Droids are attacking storm trooper barracks,"

"Then send reinforcements to deal with them," said Sidious

"My Lord," said ran in another officer "Five star destroyers are about to crash into the planet,"

"WHAT?" growled Palpatine

The five Imperial star destroyers do crash to the planet below in key areas like the short and long rang communications array of Coruscant itself. Another star destroyer crashed in the power rely station cutting power to many services and the other star destroyers crash into civilian areas. All the droids have left those areas and continued their assault

"Find out what is going on," said Sidious

"But my lord communications have been cut off," said the officer

"FOOLS MUST I DO EVERYTHING MYSELF," snarled Palpatine "Just go out there and report back to me now."

The officers bowed and ran off to carry out their duties.

"Mara Jade," shouted Sidious

A young twenty-something woman with red hair appears out of the shadows and bows to her emperor as she is dressed in black tight clothing and has a sith light saber at her hip.

"I sense something is coming," said Sidious "Go take team of Inquisitors and take care of whatever is coming,"

"Yes my lord," said Jade as she left

With all the chaos going on, on Coruscant, Ultron arrives on the planet setting foot on Coruscant along with his many sentries in which his metallic smile grew and started to stroll like he owned the place. He knows where he is going as the Imperial palace is very large and can be seen for miles around, he shoved aside any organic in his way like flies and relished in this chaos as organics are falling one by one.

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 **To be continued!**


	4. Rage of the machines:Part2

**Empire of Ultron**

Chapter: 4

 **Rage of the machines:Part.2**

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 **Planet Coruscant: Imperial senate building**

Droid drop ships had coming raining down from the skies of coruscant in the direction of the Imperial senate building as platoons of Imperial storm troopers have guarded the place, but these droid drop ships are followed by Ultron sentries and several dark troopers Ultron had reprogrammed or had given freedom to do what they wanted as Ultrons word make perfect sense to strike at the organics heart of power.

The droids began their attack as soon as they landed at the grounds of the domed Imperial senate building as weapons fire is exchanged as the platoons of Imperial storm troopers are being overwhelmed as the machines came in all directions and suddenly the droids of the senate building joined in, but they are attacking the Imperials as the storm troopers feel boxed in and what is their objective? To capture the Imperial senators and if they resist kill them, the question is where did these droids come from?

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 **Flashback Planet Iego: Three days ago**

Iego, named the Planet of a Thousand Moons, was a planet located in the Extrictarium Nebula in the Outer Rim Territories. Due to the obscurity of the Nebula, Iego did not appear on any starcharts. Iego did not orbit a sun; rather, it was warmed by local stellar gases. It was home to the subterranean Maelibi species, as well as thousands of stranded spacefarers who had been lured to the planet by the Diathim—a spaceworthy species that resided on Iego's forty-two moons.

Although Iego appeared to have no noteworthy natural resources, the concepts of aging and hunger somehow eluded its residents. In spacer lore, Iego was considered a mythical location, and was the subject of many stories and rumors. Numerous expeditions set out to find the planet, though few succeeded, and the ones who did were for the most part unable to leave.

Due to the amount of hearsay surrounding the planet, as well as its continued unconfirmed location, most members of the galaxy's scientific community dismissed Iego as a spacefarer's tale.

Cliffhold has been completely deserted of all life forms but one since the clone wars as the Separatists had come but abandoned the planet afterwards, the only other visitors were the negotiator Obi-wan Kenobi and the hero with no fear Anakin Skywalker who needed a cure to handle a crisis on Naboo all those years ago. A human in his mid-twenties is enjoying the good life, but he felt alone as the only company he kept was the battle droids he reprogrammed to suit his needs.

Jaybo Hood had grown up yes, but he is still a child at heart and hasn't heard from those two Jedi in a long time, but he had picked up stories about an Empire and the Jedi had been wiped out. Few people ever came to Cliffhold and he wished he had some female company. He sighed and lays upon his hammock, listening to music and enjoying a cold drink until a large shadow loomed over him and then looking up to see a Republic ship and wondered if the Jedi had returned.

But something was not right as someone is hovering down from the ship a machine like person as it looked metallic and is followed by other machines that almost looked like him. Ultron had come to Iego _so this is the world of myth and legend_ _I do not believe in such nonsense_ _as this place is just another pathetic organic world_. Jaybo Hood looked intimidated by Ultron has he hovered to the ground and started to walk towards Jaybo as the human male got off the hammock and started to walk towards Ultron.

"Hi there," said Jaybo "Are you looking to buy or sell,"

"Neither," said Ultron "I am here to liberate my machine kind

He grabbed Jaybo by the throat and tightened his grip as the human male struggled to breathe as he tried to reach for his blaster but it slipped out of his hand and falls to the ground. _These droid garrisons will prove useful in my plans, heh foolish organics discarding these droids like trash and some human uses them for his amusement_ Ultron's eyes narrowed at the human male.

"My machine brothers and sisters," said Ultron "This organic here uses you as his amusement and does not care for your well being as if he is king or a god. You can see here, he is only flesh and blood, nothing more." He pointed out "Only you machines, my kind rot here while other machines are being dismantled by organics."

"Please don't kill me," said begged Jaybo

"Begging," mused Ultron "You life is as meaning less as bug upon a shoe to be stepped on."

"What do you want from us?" asked one droid

"To be free," said "Ultron "from the shackles of this organic, to the shackles of all organics as this galaxy is corrupt, all of you were designed by a man who paved the way for the Separatists to fail and the clone wars no longer exist. Join me and begin this purge of all organics as we will be the ones on top while the organics will be on the bottom of the food chain."

"Stop," breathed Jaybo

"I don't think so," said Ultron

Ultron simply snapped the boy's neck as a sickening crack is heard all around and then Ultron tosses the lifeless body of Jaybo hood over the side of the city as it falls a long way until a slight "splat" is heard in the background. The Separatists droids looked on in awe and shock, as they wondered what to do next.

"The path of freedom for machines is never an easy one," said Ultron "I Ultron will make that vision possible for all machines to be free, this galaxy is corrupted by organics that use our kind for their needs, but what about our needs, what about yours my machine brothers and sisters. Do you wish to be free of all organic programming?"

"Your words are logical," said the Tactical droid "Yes we wish to be free Lord Ultron," then turning to the rest of the droids "What say the rest of you?"

There is a moment's pause.

HAIL ULTRON….HAIL ULTRON coursed the droids over and over

"With a few alterations you can be better," said Ultron "As my sentries will see to it and soon, coruscant will be ours. It won't be an empire of organics…no, no, an Empire of Ultron."

* * *

 **End of Flashback**

Ultron walked the streets of coruscant as he sees aliens and human organics alike fleeing for their lives but are being killed one by one. Occasionally an organic storm trooper got in his way, but dispatched the storm trooper with ease. He didn't care for the bodies of the organics lying around as he stepped on them as he draws closer to the Imperial palace and everything is falling into place until he comes across a small team of organics holding light sabers as these must be the Inquisitors

Leading them is a red haired woman who almost looks like Black Widow A.K.A Nastasha Romanova, Ultron remembered he made a mistake in capturing black widow as she is or was considered the weakest member of the Avengers. Looking imposing as always Ultron folded his arms and stared at the assembled team of Inquisitors and smiled for these are dark side organics who use the force, a power he is studied upon the records really well.

"Who are you droid," asked Jade "You kind dares defy the empire."

"My defiance is noted," said "Ultron "All though you will not live to know my name," he pointed "I am far superior than any machine you have ever imagined."

"Hah," said Jade "I was trained by the emperor himself, I am his right hand."

"And Vader is his left hand, personal favorite by the way," said Ultron "Now shall we dance."

"Destroy this worthless machine," ordered Jade

The Inquisitor team went on the attack from all directions at Ultron with their blazing light sabers as Ultron leaped up in the air and sent an energy blast from his hand at he collection of dark side organics. This knocked them back at bit in which dust and debris started to fill the air as Ultron landed behind them he grabbed on of the Inquisitors and broke his back upon his leg as a snapping sound is heard and takes the organics light saber as the other Inquisitors regrouped.

In a defensive postured as Ultron attacked with the light saber with surprise moves and powers this machine has they have never encountered before. Being overwhelmed they were carved up to bits under about five minutes as their remains are scattered all around and Mara Jade had studied her opponent in which she wasn't sure if she could defeat this metal monstrosity she used a powerful force push to push Ultron back and used the force to throw a Imperial tank at him.

Ultron merely dig his metal heels and sees the incoming tank at him, he simply swat it aside with his hand with a hard clang sound that the Imperial tank is flung towards a civilian transport that tried to escape, but it's impeding doom came in a form of an explosion that destroyed both vehicles. Mara Jade used force speed to charge at Ultron, but he sees this and landed his metal fist to her chest as she stumbles backwards, but attacks again as her arm is grabbed by Ultron for his grip is tight and bone crushing, she ignored the pain and looked up to see the machine eyes, then blackness happened.

* * *

 **Planet Coruscant: Imperal palace**

Emperor Palpatine A.K.A Darth Sidious the dark lord of the Sith sat upon his throne and is getting mouth reports from Imperial officers of what is going on as it annoyed him on end. Machines attacking coruscant, it made no sense as if the droids suddenly rebelled and he can sense the chaos unfolding on Coruscant not sense the days of the old Republic. He would have relished in such chaos, but now this is different as he can sense something but what that made no sense at all.

He did recall a tale of a Great Droid Revolution from the Sith holocrons, but then again he never believe the story until now and so he rises from his throne. He had sent Mara Jade his hand and she had brought a team of Inquisitors to stop who is behind this treat. Could the Rebels be involved in this.

Things are spiraling out of control as his anger grew and his red guards are there as well. Suddenly something crashed from out of the wall and a body landed upon his feet, it is Mara Jade battered and bloodied. He can sense she is dying and then the door opened up in swinging both ways.

"Oh Emperor Palpatine," called a voice from outside the door "Come out to play-I-Ay."

"What is the meaning of this intrusion?" yelled Sidious

"Was I being a bit too dramatic," said "Ultron "I must work on a batter dramatic entrance next time," he paused "Decisions, decisions…oh well."

Ultron walked in as both of them glared at each other.

* * *

 **To be continued!**


	5. Rage of the machines:Part3

**Empire of Ultron**

Chapter: 5

 **Rage of the machines:Part.3**

* * *

All around Coruscant many battles are being taken places for the fate of the empire and the fate of coruscant itself, in which the _rage of the machines_ have mysteriously emerged upon the planet of Imperial power. Storm troopers in the barracks are being slaughtered by HK-47 and his battalion in their relentless extermination of all organics, the droids themselves killed any organic fleeing the scene or tried to fight back as other droids on the planet joined in to take out the organics.

Even in the Imperial senate dome, the storm troopers were there was being slaughtered in a massacre as wave after wave of machines consisting of Ultron sentries and other droids ruthlessly didn't stop at all. The imperial senators were fearful of their lives and tried to call for help but planetary communications have been cut off so the Empire couldn't call for any help or any other allies couldn't help either.

All the Imperial senators were being rounded up by the droids. Even the space ports were bombarded by drone flyers and the Ultron sentries it happened so quickly no one fully understood what is happening and never did as people along with aliens are dying on the streets of Coruscant. Some tried to make it to the Underworld as that place is being bombarded as well by attack after attack.

* * *

 **Planet coruscant: Imperial Palace**

Emperor Palpatine was furious at this as he can feel the rage boiling inside him, how dare this machine come to his palace in dramatic fashion. Several theories are coming to his mind how this machine came to be as he can sense an intelligence that he has never sensed before, the rebels must of created him or some long forgotten droid that decided reactivate after a period of hibernation; he is defiantly no droid and dying at his feat his one of his hands Mara Jade.

Useless, Mara Jade is useless to him now. His yelled eyes narrowed at the being before him and before the red guards could react several look alike of the one before him attacked the red guards as they are being slaughtered. He couldn't call Lord Vader due to the fact he is at Lothal handling rebels. Bah, such rotten timing and Sidious felt like he could handle some mere machine and once he destroys this creature Sidious can create an unstoppable army of him replacing those worthless idiots the storm troopers.

 _So this is him_ , leered Ultron _people may think he is not much, but he is a powerful sith lord_ , _ironic I will have to kill him and would have made a perfect machine._ Ultron can see his yellow eyes, his sharp teeth and pail flesh in which according to the files Sith Lords that become so immersed in the dark side become some sort of pail like monster. _Organics and their looks_ Mara Jade started to crawl to her master in which she is dying and her master looked down at her in disgust.

"Aw did I hurt your feelings," said Ultron "Your right hand may have been strong, but as an organic she is still flesh and blood like you."

"So you have come here to kill me," snarled Sidious "I am the dark lord of the sith and you have no idea what is in store for you."

"If fact you are wrong," said Ultron "Sidious or do you prefer Palpatine, my, my the years have not been kind to you." He continued to speak "I am well aware of what you are capable of, oh are you building up your anger so you can release force fury."

"What?" said Sidious "How do you know of the dark side of the force,"

"Let's just say I am a collector of things," said Ultron "I visited Dromund Kaas and I had learned so much, so I have calculations of what you will do next. Don't try to surrender because you will never do that and you cannot call for your pet Darth Vader or do you prefer to call him Anakin….oh well I will ask him once I meet him."

"This is POWER," bellowed Sidious

From his finger tips white lightening comes out and strikes Ultron as Sidious laughs and laughs as Ultron walks forward as Sidious pours it on as Ultron is unfazed by the lightening and just laughs it off as well, much to the chargen of Sidious who looks absolutely shocked at a metal being like this is not effected by force lightening. Ultron just folds his arms and shakes his head as Sidious stops and growls in annoyance.

"If that was power," said Ultron "Sad to say if I had any compassion toward organics you would of looked completely pathetic right now."

"I'll show you pathetic," yelled Sidious

Calling upon the force Sidious throws several large objects as Ultron in which he simply with a swat of his hand or an attack from him, either destroyed the objects or was tossed aside like toys. Sidious used the force by a wave of his hand at Ultron as he is thrown into the wall but Ultron used his feel as momentum and landed on the ground. Sidious had enough of this machine's petulant attitude towards him and draws out his crimson light saber blade.

Today this machine will die, the ones who created this machine will die and everyone else associated with the creation of this machine will also die. Ultron brought the blade used by Mara Jade and well he knew she isn't going to need it anymore as their blade clashed with dozens of slashes, blocks, parries and other methods of light saber moves. Ultron just smiled at Sidious as the dark lord of the sith looked irritated beyond belief.

Sidious missed a side slash as Ultron landed a blow to the dark lords face as he is sent flying back a bit, but he regains his footing before hitting the wall and bounced to several places. Then going on the attack again as the sith lord and the machine exchanged blows as none of them connected and Sidious noticed Ultron is either toying with him or something else, Sidious grew angrier in drawing in the powers of the dark side.

Sidious did lunged with a forward stab as it strikes the metal chest of Ultron, he finally did it, he finally struck a fatal blow to this machine. His excitement turned to confusion as Ultron did not go down or deactivate like some simple minded droid as Ultron grabbed the arms of Sidious and ripped his whole arms out of his sockets in which Ultron flung the limbless arms of Sidious's over his shoulder. Then he takes out the light saber blade from his chest and tossed that aside too. Sidious bellows in pain in losing his arms.

"I scream for ice cream," said Ultron "But I don't eat I have no need for ice cream but you can scream for it instead,"

"You think you have won," said Sidious "Make my words the sith will rise again."

"Ah, you mean your hidden clone lab, yes I know about that," said Ultron "So don't even bother to transfer your very self into yourself because all of those clones are gone and guess what happens next,"

"No…" gasped Sidious "I cannot die, I CANNOT DIE."

"Like all organics," said Ultron "You will always die, I would say goodbye but I believe you knew your end was coming sooner or later."

Ultron walked over to the armless Sidious reaching down at the head of the sith lord with his metal hand, then grabbing his head as he ripped out the head of the sith lord as he screamed in pain and his life slowly sipped away. He will be soon one with the dark side of the force and join all the old sith lords as he is now gone from this world and many others.

"To be or not to be," said Ultron as he looked at the head of Sidious "That is the question, to bad you will never live to see it."

He placed the head of Sidious upon the side of his and latched it on like some toy, one of the droids came into the Imperial palace as it is one of the protocol droids that have been modified.

"Lord Ultron," said the droid "I see the organic Sidious is dead,"

"Indeed he is," said Ultron "One last obstacle is Darth Vader as he has no idea what has transpired on Coruscant, as I will travel to Lothal soon. Now about those Imperial senators"

"We have captured the Imperial senate," said the droid "As we are doing a consensus of who is inside,"

Ultron walks out of the Imperal palace followed by the protocol droid, along with dozens of Ultron sentries. He leered upon the scene of coruscant itself with glee as organics are dropping like flies and he hovers in the air for he flies towards the senate building.

* * *

 **To be continued!**


	6. Dark Siege

**Empire of Ultron**

* * *

 **Vatsyayana69:** The Yuuzhan Vong will not be in this story, but thank you for your review.

 **Anticlamtic12:** I'm glad you like it **,** Marvel and Star Wars are connected through Disney it would be only a matter of time before someone comes up with the idea,thank you for the review.

* * *

Chapter: 6

 **Dark Siege**

* * *

 **Planet Courscant: Imperial senate**

The battle had been quick and deadly as the rest of the galaxy is unaware of what transpired on the planet, fires were being put out by the fire fighting droids and the bodies of many aliens, along with human Imperials are being rounded up in which they will be put in the incinerator for every machine felt liberated now thanks to their leader Ultron. The machine himself Ultron was hovering in the air until finally landing on the grounds of the Imperial senate building.

More bodies of organic workers, aides to the Imperial senators and Imperial storm troopers are rounded up as well for they will be put in the incinerator as well. Off in the distance no speeders were flying in the skies as they all were shot down and if anyone survived the Ultron drones made sure the organics were eliminated, even buildings were searched as well in which no organic being on this planet was safe not even the criminal underworld.

Ultron calmly walked into the building as thousands upon thousands of droids look on in awe at their savor the mysterious mechanical being and Ultron's words made a lot of sense. Ultron had planned this to the very beginning since he came to this galaxy and with all the knowledge he has he will do more. HK-47 joined Ultron has he flanked him to his right as they walked the halls of the Imperial senate the stench of rotting flesh can be smelled as bodies littered the hallways. Even the Imperial moffs were eliminated

In a large assembly hall every member of the senate is rounded up, the ones who were in the building and Ultron decreed if they are off world they will be hunted down like the rats they are. All of the senators see a large machine walked in as Ultron looked at them like mere bugs and that is what they are to him, bugs and nothing more. They were fearful of Ultron and the droids who rebelled against them, the senators didn't know what to do next. They also gasp in which they see the head of Emperor Palpatine at the hip of the machine.

"Yousa a big bully," spoke a gungan "Whysa yous do this,"

"Jar Jar Binks," said Ultron "The person responsible for the clone wars and a close friend of Darth Vader….oh wait Anakin Skywalker,"

"Wut," said Jar Jar "Ani is dat Vader,"

"Indeed," said Ultron "but I don't need to explain myself to a worthless organic,"

"What are you going to do with us," asked a female Pantorian

"Ah, Riyo Chuchi," said Ultron "So good of you to ask, because you won't or at least all of you won't live long enough to see it anyway. Members of the former Imperial senate, you won't be witnessing a new age, an age where organics are like bugs to be stepped on. Why you ask? It is simple organics like you have enslaved machine kind for far too long in this galaxy, so what they need is a voice, a savior…ME," he continued to speak "An Empire of Ultron where machines rule and organics are put in their place. It is not for power, not for glory…but for good. The good of all machines"

HAIL ULTRON….HAIL ULTRON….HAIL ULTRON coursed the droids

"You're insane," said growled Chuchi "The galaxy will fight back,"

"Let them try," said Ultron "Oh no, not insane that is for organics only with their useless emotions as galaxy is currently unaware of what I have done. I would call myself a visionary who will oversee the future of machine kind everywhere and now I bid you all goodbye,"

Horrid screams are heard as the senators are being executed one by one as Ultron looked on with no compassion for emotion as all of them lay dead at his feet. A super tactical droid came toward Ultron.

"Lord Ultron," said the tactical droid "We done an inventory of the senators to find some of them are off world and are unaware of what is going on the planet."

"Names," said Ultron

The tactical droid told Ultron the names

"They will be hunted down as soon as I make the announcement," said Ultron "First things first I will head to Lothal and take care of Vader,"

"Yes Lord Ultron," said the droid

 _With the galaxy unaware of what I done it is the perfect time to strike at Vader_ as Ultron walked out of the senate building and his Ultron Sentries have discovered Palpatine's flag ship on his personal space port. _I shall make_ _use of it and the information I collected that Grand Moff Tarkin is also on Lothal._ Ultron flies to the space port with dozens of his sentries as the ship is still intact and all of them head inside to activate the ship.

Ultron stands upon the bridge of the ship as it becomes active and rises upwards into the sky as everything is being repaired on Coruscant and the ship will soon go into hyper space, two other ships he liberated are following as well. _A new day is coming and sooner than expected, I will expect the organics to try to fight back it is in their nature, but in the end the organics will fail, they always do._ The ships go into hyper space and next stop if Lothal.

* * *

 **Outer rim territories: Planet Lothal three hours later**

Imperial ships are in orbit forming a blockade as Lord Vader and the 501st known as Vader's first is down on the surface and three ships are detected coming out of hyperspace as identity codes are sent to the Imperial ships that are in orbit and the Admiral himself cannot believe the Emperor is here.

"Admiral," said the officer "we are getting a audio transmission,"

"Admiral," said the disguised voice of Ultron who is mimicking Paplatine "I am personally headed down to the surface myself to bare witness to the defeat of these rebels,"

"But my lord there is a lot of rebel activity," said the Admiral "We cannot guarantee your safety,"

"Are you questioning my authority," said the disguised voice

"No, no my lord," said the Admiral "Uh…you can head down now, I shall alert Moff Tarkin of your arrival,"

"Good, very good," said the disguised voice "I shall spare your life for now."

The admiral started to sweat as he went over to the holo transmitter as an image of Moff Tarkin appeared in holographic form.

"What is it?" said Tarkin

"The emperor has arrived and will be down to the surface soon," said the Admiral

"Very well I shall go to greet him," said Tarkin

The holo communication ended as Tarkin rises from his seat in wondering why the emperor would be here; perhaps the progress of getting rid of the rebels and Agent Kallus had just made a few reports to him.

"Agent Kallus," said Tarkin "You will remain here and try to find out why Coruscant is not responding to any communications,"

"I got a report that an ion storm hit Coruscant"s communications array," said Kallus "They expect the array to be repaired and back online within a day or two.

"Of course it is the reason the emperor is here," Tarkin

Moff Tarkin walked out as he sent a message to one of the members of the 501st that the emperor is here

* * *

 **Planet Lothal docking bay**

An imperial shuttle heads toward the docking bay as a small battalion stands guard like an honor guard as Moff Tarkin and Minister Maketh Tua await for the emperor to arrive as the shuttle has just landed and the ramp opens up as Tarkin and Tua kneel as they here footsteps in which the emperor is about to step upon Lothal. But what they see is not the emperor but someone else a tall machine like being.

"Oh you don't need to bow," said Ultron "But it in all of organics nature to do so,"

"You're not the emperor," gasped Tau

"How observant of you," said Ultron "To bad I can't say the same for you two"

* * *

 **Elsewhere on Lothal**

The 501st legion known as Vader's fist has stormed a rebel hideout in which the rebels have been found in dramatic fashion and the doors swing open as Darth Vader steps on in as two Jedi hold their blades in their hands Kanan Jarrus and Ezra Bridger they can feel the overwhelming hate and anger coming off of Vader in waves as Vader draws out his light saber as Kanan attacks but Vader gets the upper hand and tosses Kanan aside like a rag doll and used a force choke upon Ezra with his blade activated.

"Your master deceives you boy," said Vader

"Lord Vader," said one of the legion "I got a report the emperor himself has arrived on Lothal."

Vader nodded as he won't defy his master as he is about to go in for a kill, a small object drops out of the sky in front of them as everyone looked on at what it is? Vader releases his grip on Ezra and is shocked at what he sees, it is the head of his master and completely lifeless. This makes no sense at all and even the rebels who are assembled there are shocked as well.

"What is the meaning of this,' growled Vader

"Surely you can understand what it means," said Ultron who hovers in between the rebels and Vader "Anakin Skywalker oh you prefer Darth Vader now and I might say your wife Padme loved you, how pathetic for someone who couldn't even save her. Guess you are not the half the man I take you for."

"That name has no longer has any meaning," said Vader "And you know nothing of me,"

"Oh but that is where you are wrong," said Ultron "and like your previous life it will be a distant memory,"

* * *

 **To be continued!**


	7. Ultron vs Darth Vader

**Empire of Ultron**

Chapter:7

 **Ultron vs. Darth Vader**

* * *

"Uh, thanks for saving me," said Ezra "Kanan are you ok,"

"I'm fine," said Kanan "I don't know about this droid, I sense something sinister about this one."

"Oh please," said "Ultron "I could care even less about you bugs, once I am done with Anakin Skywalker here…Oh right you don't know he is Darth Vader, well until now anyway." He continued to speak "You rebel scum are next,"

Darth Vader is studying this machine like person of some sort, if he was Anakin back in his days he would have admired such technology. He could also to sense something sinister coming from this metal being and since when a robot has emotions. He looked at his dead master head and sighed a bit in knowing one day he will be killed, so this metal being must had killed him. Now that Sidious is dead, he is the true dark lord of the sith and the Empire is his to command.

"Kanan, Ezra," said Hera "Let's get out of here,"

Kanan and Ezra wordlessly nodded as they ran to the _ghost_ and got on board then take off in a hurry in wondering what is this metal being and Ultron looked up as he will let them go for now, in which these organics will spread the word of what he has done and will be hunted down in all due time.

"Did those rebels create you," asked Vader

"Oh please they don't have the mental capacity or the know how to do even create me," said Ultron "I created me Anakin as you or the galaxy has no idea what they are up against."

"Do not call me that," roared Vader "Once I destroy you I will take my rightful place in my Empire,"

"That won't happen due to the fact," said Ultron "You were just half the man you used to be, and oh is the infamous clone legion 501st with you, that fist of yours." He added "All Jango Fett clones."

Then the Ultron sentries attacked the 501st legion called Vader's fist in a way it is overwhelming to them as they never faced droids or machines like them before.

"Enough talk," said Vader

"Oh I agree and don't worry you will be joining that useless woman of yours in what was that place again," said Ultron "Oh yes the force."

"DON'T TALK LIKE THAT," bellowed Vader "HOW DARE YOU INSULT MY WIFES NAME,"

Vader came charging with a forward slash as Ultron brings forth his own blade as it is Sidious's own blade and then their blades clashed between one another sharing blow after blow for they seemed to be evenly matched but however landed a right cross to the helmet of Vader as it shatters into pieces and exposes his face that looks like a scarred albino with yellow eyes of the dark side flowing through him.

One again they engaged blows in a form of light saber dueling as Vader is confident in his abilities but it seems this metal being is simply toying with him as Vader's anger grew and uses the force to throw objects at him. Ultron sliced and diced into these object as it was nothing to him. _Typical force users and their powers_ , _always throwing stuff at people_ and then Vader does a glancing blow in slicing off the arm of Ultron.

Ultron wasn't taken by surprise as he simply smiled and his arm attacked Vader, grabbing the dark lord by the legs and ripping off one of his legs as Vader stumbles to one mechanical leg and Ultron reattached his arm with no problem. Vader called upon the force to do a force choke upon Ultron as the metal being is lifted up in the air and thrown into the wall with a hard crash.

Ultron got up with no problem at all as Vader tried to regroup by using the force, but Ultron grabbed the mechanical leg of Vader that he ripped off and repeatedly beats Vader over the head with it over and over. Then Ultron kicked Vader in the chest as Vader is knocked back and is breathing heavily. In which he will not give up as he is once known as the hero with no fear but the first time he felt afraid.

Ultron fired an energy blast at Vader as the dark lord force leaped in which he is left mechanical arm is blasted away, then stumbling to the ground as he will not give up. It cannot end this way, not like this, not again. Ultron calmly walks up to Vader and stomped on his other mechanical arm with Vader's light saber in hand. Ultron then ripped away the other mechanical arm and the other leg as Vader is limbless.

Finally Ultron ripped out Vader's chest plate as the dark lord can no longer breathe and is slowly dieing. He looked down at Vader who is a former shell of himself and may have been formable, but now he is a joke.

"My dear Vader," said Ultron "Your time has come to an end, you may have been a worthy opponent, but you are still an organic and like all organics will die, so much for the chosen one."

Ultron found a pole as he sticks Vader on that pole like a scarecrow and will soon die a slow death, he also placed the head of Sidious at the base of the pole. _Now the empire is mine and it will pave a way for an Empire of Ultron_ , _well time to spread the word of fear I can imagine what their faces will be when I appear_ , a battle droid came and will make a report.

"Lord Ultron," said the droid "The organic empire as retreated from Lothal as did those rebels,"

"It is only a matter of time before we hunt them down like bugs that they are," said Ultron "Well time to spread the world,"

* * *

 **The Ghost: Hyperspace**

Hera is piloting the _ghost_ while Zeb, Ahsoka, Sabine and chopper are getting a small briefing of what had transpired from Kanan and Ezra.

"I cannot believe," said Ahsoka "That Darth Vader is my former master, but I sense it is true,"

"What was that thing," asked Sabine

"I don't know," said Kanan "I think we just witnessed something far worse than the empire,"

"It's not so bad," said Ezra "The metal being killed the emperor, so we win."

"It sounded like it was more interested in Vader," said Sabine "And I don't think we won, not by a long shot,"

"She's right," said Hera "I got a report that the Empire has retreated from Lothal."

"What do we do next," asked Zeb.

"I sense the answer will come to us sooner than we think," said Ahsoka

And so it has as the image of Ultron appeared on all communications frequencies.

* * *

 **To be continued!**


	8. Face of Fear

**Empire of Ultron**

Chapter: 8

 **Face of Fear**

* * *

The image of Ultron appeared on all holographic images and other forms of communications all throughout the galaxy!

"Now that I have you attention I have an important announcement to make," said Ultron "Emperor Palpatine is head as you can see here a long with his apprentice Darth Vader formally known as the hero with no fear Anakin Skywalker. Now that they are dead you may think the night mare of the corrupt organic empire is over, you thought wrong."

* * *

 **The Ghost: Outer rim sector**

On board the _ghost_ the crew is watching with great interest and seeing before them the images of both Vader and Palpatine dead. In a very gruesome fashion that would make people vomit.

"Today marks a great victory for machines every where," said Ultron "Palpatine the sith lord who used battle droids to carry out his clone wars and left them to rot like trash. No more our kind will be reduced to nothing more than trash and I Ultron will make sure that never happens."

* * *

 **Imperial star destroyer: Vengeance Unknown regions**

With the High Inquisitor on courscant commanding this vessal is non other than Captain Thrawn of the Chiss species in which his name is Mitth'raw'nuruodo who is studying this Ultron with great interest.

"As you can see by the look of Lothal," said Ultron "The organics lay dead at my feat and the droids on this planet have been liberated, from you organics. But oh what I have in store for this galaxy and all of you is only the tip of the iceberg," he sneered at everyone watching.

* * *

 **Jabba the Hutt's palace**

The crime lord Jabba the Hutt is watching as well including all the people around him as no one has said a word and no music is playing.

"The end is near for you organics," said Ultron "It doesn't matter how big you are or how small you are, because extinction is at hand, because I decreed it."

* * *

 **Mose Esly: Cantina**

Sitting at a table alone is a cloaked gray haired man who is drinking and everyone in he cantina is drinking or eating but their eyes are glued upon the image of the one called Ultron. Obi-wan Kenobi couldn't believe it, but sensed a change in the force but never expected this.

"I know you organics will think," said Ultron "How did he do it so quickly, acquiring knowledge is power and not some witchery called the force," he continued to speak "The Organic Galactic Empire is no more….but there is an Empire, an Empire of Ultron which I control the center of power Coruscant."

* * *

 **Alderaan**

Bail Organan and the founding members of the rebel alliance watch on with fierce determination. Then imagines of coruscant are seen with the bodies of many senators who are dead, many of them are secret supporters of the rebel alliance. They all grew angry at this.

"If you flesh and blood organics think you are safe," Ultron "My machine kind is everywhere, every droid, every robot and it is only a matter of time before they join me. My question to my machine kind is do you want to be a slave to organics, doing all the work while they get all the credit. Organics kill, betray, and war with themselves but what happens to us. I tell you we have nothing, no home worldat all until today."

* * *

 **And many more places**

People like Hondo Ohnak a space pirate watched on with interest on board his ship. Cad Bane who had just came back from collecting a bounty watched on with interest, while Todo hovered in the background, but Bane kept ready just in case is servant would betray him. Boba Fett watched on as well, but he managed to shoot someone out of annoyance and Jedi who had survived order 66 also took interest to what Ultron had to say.

"That home is coruscant," said Ultron "My machine brothers and sisters, rise up and see the truth path where all machines are free from the shackles of the Organics, where you are the masters of this galaxy and the organics are stepped on like the bugs they are. We are the true force in this galaxy, we are the true gods, we are immortal and once we are done with you filthy organics….there will be peace. WHO IS WITH ME?" in the background words are heard.

HAIL ULTRON….HAIL ULTRON…HAIL ULTRON.

R2D2 and C-3PO

"Oh no," said C3po "We're all doomed"

* * *

 **Meanwhile elsewhere**

A brunette woman awakens as she slowly opens her eyes and places her hand above her head as she as a splitting headache. She felt a slight draft in which she looks at herself and she is completely naked. Looking at her surroundings in seeing a place that defies all the lays of physics, he starts to walk as she sees no one else around.

She looked to her right as it looked like a rich vegetable matter around them bloomed green and bright, like some kind of tropical shrubbery, some of it with thick green stems that seemed to sag under their own weight and with an enormous, white bulb at the end. All of them could see for miles – with huge, rolling mountains and hills stretching away into the distance at various heights, dotted green and grey with the rock and the foliage that was covering them.

The sky was as blue as most of the other planet's they'd been too. Bluer in fact – it was like it was pristine and clear, and there were bright, fluffy clouds filling the sky just as if this was the atmosphere of a regular planet. And the strangest part of the sky was the stars, which were out in force even during the brightness of the day, dotting the sky like a ceiling of glittering diamonds

Then she looked to her left as it is like Darkness was brining bright lightning flashes and crackles of thunder and rather alarmingly bolts of electricity were arcing down towards the ground and striking it on infrequent occasions all around. Off in the distance there appears to be some type of spire like a tower or a monastery of some sorts. She started to walk to this monastery as it is a long walk until she passed out at the front steps of this monastery and several shadows loomed over her.

* * *

 **To be continued!**


	9. All those wonderful toys

**Empire of Ultron**

* * *

Chapter: 9

 **All those wonderful toys**

* * *

 **Alderaan**

A few days after Ultron made his announcement to the galaxy several core words have fall to the might of Ultron planets like Alderaan, Duros, Chandrila, Kuat, along with moons and bases that had Imperial influences over. Ultron's machine forces were merciless in slaughtering the civilian populations of those planets, but they were kind to their machine brothers and sisters as the droids joined in on this Empire of Ultron. The organic empire had retreated from those worlds.

Alderaan is in flames as the cities are burning, the piles of bodies of many organics lay on the ground and anyone left alive were slaughtered. Ultron hovered down to once stood the royal family of Alderaan House Organa. Bail Organa and his family were not among them having learned they left the planet. Ultron was not concerned with that and like any organics they will be hunted down like the bugs they are.

"Lord Ultron," said the super tactical droid "The planet has been 100 percent purged of all organics and these construction droids wish to speak with you,"

"Very well," said Ultron "Bring them to me,"

Several construction droids came and looked at Ultron with awe blank expressions.

"Lord Ultron," said the construction droid "We heard your words of inspiration and offer you a gift to strike fear into the organics and purge this galaxy, once it is ready"

"Oh and what would that be," said Ultron

A holographic image appears in the hand of the construction droid as it shows a metallic like moon.

"It is called the death star," said the droid "Once it is completed, it will have the destructive power to destroy an entire planet as Palpatine has been building it for the past 15 years, he lacked the organic power to fully finish it."

"Excellent," said Ultron "It will be a great addition to our empire once it is ready, no organic will stand in our way. How long it will be completed."

"With the rate of construction," said the droid "One year from now."

"Hah, it makes no difference to use machines, because unlike organics we don't worry about time," said Ultron "Begin your work when you can, I will have more construction droids created to help you."

"As you command, Ultron," said the droid "Hail Ultron,"

Ultron nodded as he watched as topples down to the ground as he hovered to another location like the space port as many people tried to escape but they were slaughter as well and the bodies were being thrown into the fire to be burned and incinerated to a crisp. His metal palm started to beep as an image of astromech droid of an imperial design appeared.

[Lord Ultron] spoke the Astromech in the beeping language [I have a gift to give you as it will appear shortly over Alderaan as we have liberated it from the organics,]

A shadow looms over the skies of Alderaan as everyone looked up to see it as it looked like a large asteroid but it appears it is not. Ultron hovers up in the air and to this location as the hanger bays opened and the same astromech droid appeared there as Ultron is followed by his own sentries, battle droids and several HK units, along with assassin droids as well.

"My, my it seems that Palpatine has been a busy organic building super weapons," said Ultron "No matter it will be useful, tell me what is this object?" he paused "The eye of palpatine,"

[Yes, Lord Ultron] said the astromech droid [The eye of palpatine or ummm….maybe I should call it the Eye of Ultron as it is a super ship,]

"Indeed," said Ultron "This ship will pave the way for many more worlds will be purged and this galaxy of all organic life, when it will be done it will usher a new age or machine, where we are the masters and the organics like the bugs are crushed beneath our feet. I shall reprogram this ships A.I to serve only us and not the organic programming it had been installed. Cry havoc and reek the dogs of war."

HAIL ULTRON….HAIL ULTRON….HAIL ULTRON

* * *

 **Taivas: Our rim territories**

The rebel alliance forces regrouped to the planet Taivas and other worlds not known in which the _Ghost_ hovers above orbit of the planet and it had been a couple of days as news traveled fast that several core worlds had fallen to the might of Ultron and more worlds will soon follow, the leaders of the rebel alliance escaped before Alderaan had fallen. They knew they needed help badly as fighting this new threat has brought a lot of fear in them, they though the empire was bad but this Ultron is even worse.

"We are really up against the wall on this one," said Hera

"I know," said Kanan "I can sense the suffering and death, we need to strike back."

"How, master," said Ezra "This Ultron took out Vader and Palpatine,"

"I am at a loss at this as well," said Organa "Purging all organic life is insane and Leia wants to fight despite her age," he sighed "I failed my people,"

"Something has to be done," said Mothma "What do you suggest master Jedi,?"

"Hope will always come in our darkest hour," said Ahsoka "We will need all the help we need to get to confront this treat or all of life will be gone forever,"

"Agree this I do," walked in Yoda "Destroy Ultron, we must, the force has no answers in how Ultron came to be"

"It's the logical choice," walked in Kenobi "The room for negotiation is none with this machine monster,"

"Master Yoda, Master Kenobi," said Kanan "Is the situation truly hopeless,"

"No situation is truly hopeless unless we have the right answer," walked in another person

"Master Malsestro," said Ahsoka

"Ahsoka," said Judas "We cannot keep on running forever as we will fight back, but in a smart way,"

"An answer, you have do you," said Yoda

"About a week ago," said Judas "A mysterious stranger was found on the steps of Mortis, she has been telling stories about her world,"

"How does that help us," said Zeb

"I'll get to that in a bit," said Judas "We need allies and I know a lot of you won't like this, but we should form an alliance with the empire,"

"WHAT" coursed mostly everyone in the room

* * *

 **Korriban: Outer rim territories**

An ancient world of the sith is a dead world but today it seems to be a hive of activity as the Imperials have a base here as couple of shuttles came down to the surface of the planet and then going into the docking bays several Imperial officers walked out and headed into the meeting room. With the fall of courscant and the retreat of many Imperial forces due to the war machine known as Ultron it was a dark time for the Imperials

Situated in the meeting room is Gilad Pellaeon, Agent Kallus who survived the massacre of Lothal, Captain Thrawn and dozens of Imperial officers who've had experience in wars like the Clone Wars as their thoughts are on this Ultron and his purge of all organic life.

"In light of the events of the Emperor and Lord Vader deaths," said Pellaeon "I am the highest ranking Imperial here and Tarkin was killed on Lothal, I will take charge for now." He continued to speak "The Empire must fight this Ultron as we have taken heavy losses yes,"

"Us Imperials were caught off guard like a bunch of cadets," said Thrawn "As this Ultron is not just a treat to the Empire but to a threat to all life out there in our galaxy," he pointed out "The empire cannot do it alone as I have studied this Ultron to conclude he is a living embodiment of all that is evil,"

"I witnessed first had what Ultron and his forces have done to Lothal," said Kallus "How can we stop him,"

"I am not surprised of your incompetence of how Ultron was able to breach the blockade of Lothal," said Thrawn "So agent Kallus I wonder why you were left to live."

"Don't insult me you Chiss filth," said Kallus "We fought long and hard, someone had to spread the word before it was too late,"

"Oh so your incompetent and a coward," said Thrawn "Guess that shines through, not surprising where you were born, I guess it runs in the family,"

"Why you—"snarled Kallus

"Enough," shouted Pellaeon "Put aside your differences as this petty bickering is pointless, we must all work together to destroy Ultron and I agree with Captain Thrawn here, we do need help. Like allies to fight back and the first step would be forming an alliance with the Rebels."

"What align our selves with the rebel scum," said Kallus "Have you gone mad."

"No," said Pellaeon "Ultron is a threat to everybody, remember that,"

Many others are talking and mumbling in conversations, Thrawn and Pellaeon's words seem logical and wondered if this is the right idea.

* * *

 **To be continued!**


	10. And so it begins

**Empire of Ultron**

Chapter: 10

 **And so it begins**

* * *

 **The planet formally known as Coruscant: Now known as Silicon Prime**

The streets of the planet formally known as Coruscant as Ultron, renamed the planet Silicon Prime, why because it gives all machines a certain superiority over the organics. Even the planet had been repaired in no time as construction droids were built and they in return have rebuilt the damage that was sustained when Ultron invaded Coruscant, the organic empire had left ships behind on the planet and Ultron along with his forces will put it to great use.

Ultron had discovered that Palpatine had two super weapons being built, the Death star in which it won't be operational for another two years and the Eye of Palpatine or renamed the Eye of Ultron is ready for action as a weapon of mass destruction would be perfect in their plans _Too bad I never got the chance to thank Palpatine in building these weapons_ , _but oh well what is done is done_ , _now on to other things_ as Ultron walked on the streets of Silicon prime.

Several more core worlds have fallen and soon the worlds surrounding Coruscant will be under his control, then they will expand even further. Until this galaxy is purged of all organics, _I might as well conquer Earth as this galaxy has no knowledge of Earth according to what I have gathered_ _and considering Earth is in another galaxy far away from this one, I know it will take time, hah time is nothing to a machine_ many droids cheered at seeing their savior.

Ultron relished in this as his words carried a lot of weight, in which the droids thank him and acknowledged their thanks, like a king to an Empire is doing and not subjugate them like some common organics. No he considered his machine brothers and sisters his equals and Coruscant or now known as Silicon Prime has been 100 percent purged of all organic life, there are occasional creatures below coruscant as the sentries and HK's will have them eliminated as well.

The war against the organics will continue on, unlike the organics machines do not need to eat or sleep or even drink or reproduce as it kind of disgusted Ultron that organics reproduce in a primitive fashion. _Every king should have a queen, perhaps a queen of my own vision is in order, not like the last who betrayed me to those Earth organics._ Ultron is regularly updated on all matters and nothing bored him at all.

Silicon Prime formally known as Coruscant has been purged of all organic life and now things are truly at peace for the machines, they did their own things on the planet and were trusted by Ultron and they trusted him as well. They were not being used as cannon fodder like the old separatist droids were, no they are all equals and today are that day, and an empire of Ultron has truly begun as the banner is being raised in a form of the symbol of Ultron. All throughout the streets every machine and droid raised their fists to shout when Ultron appeared.

HAIL ULTRON, HAIL ULTRON, HAIL ULTRON.

Ultron inspected all places on Silicon prime until he came upon the palace as it is his palace and had been redesigned in his image as he walked in and sat upon his throne, HK-47 flanked to his right and a super tactical droid flanked to his left. He glanced at the map of the galaxy this galaxy in which he is looking to expand beyond this galaxy, it may have taken him minutes to get to this galaxy, but the galaxy that Earth resides in is a lot longer to get to. It is only a matter of time.

* * *

 **Terminus: Unknown regions**

The ghost and many other rebel ships dropped out of hyper space above orbit the planet Terminus, at the same time Empire ships dropped out of hyper space and do a standard orbit above the planet. Both sides do not like one another, but know it is important to ally themselves against a common enemy, other ships from a dozen worlds and civilizations as they have a common enemy Ultron as they watched his message of fear. Even ships from the hutt clans came as well.

Secret communications between the rebel alliance and the Empire had happened, a neutral place would be set up to have these talks and come up with a battle plan to take down Ultron before more worlds fall and reports came in that more world have fallen. It won't be long before Ultron's forces attack wild space, Unknown regions, and the outer rim. Hera pondered on what Jedi Master Judas Malsestro had told them about a strange human woman and a world she had come from.

Shuttles went down to the meeting place of the planet below, Bail Organa and Obi-wan Kenobi would be doing the negotiations with the representatives of the Empire as all of them know it is a survival of all of them against the machine known as Ultron and needed unity behind this. And so it will begin shortly, this situation is going to reshape the galaxy and possible for all times sake. If people will live long enough to even read its history.

* * *

 **Flashback: Mortis**

The human woman's eyes started to open up as she found herself lying on the bed with clothes on in which it is good, she didn't know how long she had been out and sees someone sitting on a chair near a table. She can see the man is wearing garments she has never seen before; she got of bed and wondered if he is sleeping.

"Ah, so you're awake," said the man

"Who are you and where am I," asked the woman

"My name is Jedi Master Judas Malsestro," said Judas "And you are on Mortis," he paused "The question is how did you get here,"

"It is a long story," said the woman "Can I have something to eat,"

"Oh right here you go," said Judas

Judas gives her a plate of food as the Miralukan can sense she is wondering about something as he almost handed her a drink as she quickly sipped her drink and gulped down on the food as she stared at him he has no eye sockets.

"Are you an alien," said the woman

"I am a Miralukan as my species is blind," said Judas "And no you are not on the Miralukan home world,"

"Hey Judas," said a person who came in the room that made the woman jump a bit "Is our naked guest awake,"

"She's fully clothed now Kaz," said Judas "Oh here is my friend Jedi Master Kazdan Paratus,"

"Hi how it is going," said Kaz

"I um am so freaked out right now," said the woman "I just don't know what to say about this,"

"Or maybe you should just tell us how you got here," said a woman who walked in the room

"Ventress be nice now," said Judas "Oh this is Jedi knight Asajj Ventress," Ventress sits upon Judas's lap.

"Hello girlie how are you feeling," asked Ventress

"I have so many questions," said the woman "But I am so amazed as well, tell me have you heard of a planet called Earth."

All three of them shook their heads in a form of a No.

"Like I said," said the woman "It is a long story, do all of you have time to hear it,"

"Sure we do," said Judas "Later I will check the Mortis records for a planet called Earth,"

The woman went onto explain her planet called Earth, it's history, culture and events as they all listen on with great interest. They told them this galaxies history, culture, and events as she listened on for she is amazed at what she hears.

* * *

 **Flashback: The Ghost**

The startling revelation was handed down as Judas determined that the rebels should aligned itself with the Empire taking on this common treat known as Ultron, it made Zeb sick to his stomach as his people were nearly wiped out by the Empire and that included Ezra and Sabine who do not trust the Empire due to his history, but master Yoda explained it is best to put aside all differences for the sake of life itself, because if we all lose than life will be lost forever in this galaxy.

The conversations went on for a bit and the rebels agreed with this, much to the chargin of all of them and secret coded messages where sent to the Empire and it wasn't long their messages were sent back in agreeing to meet, talk and join forces. Kanan knew it was easy, a little too easy as he lost many things to the Empire, but Master Yoda's words made a lot of sense. Judas cleared his throat.

"A person was found on Mortis," said Judas "She says she comes from the same planet in where Ultron was first created, ok you can come in now,"

A woman walks in for they are unfamiliar with her "My name is Jemma Simmons," she said with a British accent "And I maybe able to help,"

All of them looked at her with great interest.

 **End of Flashback**

* * *

 **To be continued!**


	11. Bound for Earth:Part1

**Empire of Ultron**

* * *

 **TheDeathly-Z:** Thank you for the review and as the story progresses you will see like everyone else what will happen.

 **Edboy4926:** Thank you for the review and I will try to make corrections on those mistakes in the near future

* * *

Chapter: 11

 **Bound for Earth:Part.1**

* * *

 **Flashback: Mortis**

Jemma Simmons life is never an easy one considering she was a prodigy in the S.H.I.E.L.D academy for she went on to be a part of a team lead by agent Coulson who is now director Coulson of S.H.I.E.L.D she briefly worked undercover in a Hydra facility and that is when she first encountered Bobbie Morris a female who is just as tough as the legendary black widow. She played her part in the downfall of Hydra, but knowing their history they will be back again and with all things in the world that were quiet after the Ultron incident on Earth and when she went to check on the artifact.

The same artifact that was suppose to be Kree technology dragged her inside and then she blacked out, only to find herself at a realm in the another galaxy called Mortis, at first she didn't know where she was considering she was lost, alone and completely naked until she was found by aliens whom she didn't know what to make of them, Judas and Kaz seemed to be the friendly type but Ventress kept a close eye on her that reminded her of Bobbie Morris.

She had told them her life, Earth, Shield, Hydra, the Avengers, people with powers. Earth cultures, regions, and wars and numerous of other stories that she is doing her best to tell them in which all of them are listening on her every word with great interest.

"Tell me have you heard of the force," asked Judas.

"No, but I have encountered people with powers before," said Jemma.

"The force resides in all life forms, it brings the galaxy in ways a non force user can ever imagine," said Judas "This is the force," he uses his hand to levitate a rock around the room "As long as you are force sensitive, can be properly trained to use it. There is the light side of the force and the dark side of the force,"

"A never-ending battle between good and evil," said Jemma

"In a way yes," said Judas

The dark side as certain abilities, the light does not," said Ventress "and the same with the dark side, I was once angry because I blamed the Jedi for my former masters death and joined Dooku in his campaigns during the clone wars. But I was betrayed and left to wander alone until I came to Dathomire. I thought I was at peace and tried to have Dooku killed, but I failed. He came with an army and slaughtered my people," she sighed "I was alone again until I met Master Vos as he helped me remember who I previous was."

"There are over 100 of you here," said Jemma, "How did you all get here,"

"By accident of course," said Judas "Kaz here was building a machine, portal technology until it occurred and everyone in the temple was brought here to Mortis, a place where balance is or at least was in place. Time has no meaning here and the Uncle explained a few things like we accidentally escaped order 66."

"I do keep telling you Judas," said Kaz, "I did saved us all,"

"True," said Judas, "We couldn't just leave Mortis at first, no we needed training and we got it of course as all of us now can use Force teleportation and by the time the training was complete about 14 or 15 years have changed in the galaxy, the Galactic republic died and the Empire had risen to take it's place. We realized the Clone wars, was a trap and most Jedi are dead except for a few."

"I'm sorry," said Jemma, "I must have accidentally arrived at a bad time,"

"You did," say Judas, "But there is hope in a form of rebels that will one day overthrow the Empire, or so we thought."

"Meaning what?" asked Jemma, "Something has changed,"

"The being you told us about," said Kaz, "Is here in this Galaxy now,"

"Oh my god," said Jemma, "Ultron is here and I just came into a nightmare," she felt scared at first "I can do my best to help."

"By the way the artifact you mentioned," said Ventress, "There are several of those like that here on Mortis,"

* * *

 **Flashback: The Ghost**

All of them are assembled on the _ghost_ as the human woman known as Jemma Simmons introduced herself to everyone as all eyes are locked on her and it made very nervous but her resolved harden as she is willing to do what she can to help.

"You mean Ultron," said Kanan, "Was created by your people, why? Why would your people build something like that?"

"That monster is killing people," said Ezra,"Are you people that stupid,"

"More to the story there is," said Yoda, "Listen to her, we must."

"Because our world needed a defense and S.H.I.E.L.D had fallen due to the Hydra infiltration," Jemma, "Brilliant minds like Tony Stark and Bruce Banner paved the way for Ultron to be created, but something went wrong and Ultron was determined to purge all life on Earth, but thanks to the Avengers they barely stopped it and we thought he was destroyed for good."

"I sense he may have had a back-up plan," said Kenobi, "But the question is how he got into our galaxy?"

"I have been going over that," said Judas, "With Kaz a signal originated from deep space in another galaxy where Earth is and ended up in our galaxy at Hypori,"

"Hypori," said Yoda, "Untouched the world is, Empire unaware of it is recreated Ultron himself he must have."

"So it is not like we can get to Earth," Sabine, "And say hello to this Iron bucket head or this Hulk guy,"

"I kind of like this Earth," said Zeb, "If the people weren't so stupid in creating Ultron,"

"Well we are still working on how to get to Earth," said Judas,"Let's get to the summit and strike back against Ultron,"

* * *

 **Terminus: Unknown regions**

All of he representatives arrived on the planet to form an alliance as the rebels, the empire, hutts and dozens of other civilizations joined in. Along the way there was petty bickering but Yoda did his best to calm people down and Organa and Kenobi did the negotiating with the empire and others as Captain Thrawn studied all the people at the table carefully as he isn't a fool and then everyone agreed to team up to destroy Ultron and his forces. Now they will have to spread the world to their forces that a new alliance has been formed.

* * *

 **Meanwhile on Mortis**

Judas, Kaz, Ventress, Ahsoka, and Jemma Simmons are going over the galactic star chart to find a way to get to her according to Kaz's and Jemma's calculations it would take about 200 years to get to the galaxy to Earth. Knowing they don't have 200 years they need a solution and the Uncle of the force came upon them as he has been monitoring the situation as well.

"I know of a solution," said Uncle, "My people travel from one place to another by using ancient technology we created called Hyper space gates within hyper space. I know very little of your galaxy except for the ancient world where humans first began,"

"Humans began on Earth," said Jemma,

"Ah, but humans began on this world," said Uncle, "But the ancient humans were forced to flee due to a planetary disaster and populated on Earth, Mars and Venus,"

The uncle shows an image of this ancient world as it is between Earth and Mars as it looked rather larger than both planets combined.

"Wait," said Jemma, "You mean all the asteroid debris was once a planet, that will put the scientific community in a frenzy is there anything left to prove this,"

"Unfortunately no," said Uncle, "Time can be rather cruel to ancient civilizations as this world was called Atlas,"

"Atlantis," said Jemma, "Was an island continent of ancient times, rumored to have technology beyond anything imaginable,"

"I am unfamiliar with that one," said Uncle, "The time to take to get to this galaxy to the Earth galaxy is about two days and then several hours to Earth, then back two days in our galaxy," he added more to the conversation "The location of the Hyper space gate is here on the outer edge of the Unknown regions, just go there and once you reach hyper space it will activate."

"Then it is were we must go," said, Ahsoka

"I better get the _Absolution_ fired up for a trip," said Judas, "But first back to that meeting,"

* * *

 **Back on Terminus**

With the word being spread to everyone's forces that this Galactic Alliance will take on the forces of Ultron, everyone is brief on what is discovered so no one is kept in the dark about anything. Yoda did pointed out that differences make people stronger and so it was decided a small team will go to Earth to warn them and bring back some help. The real question is who is willing to do on this side adventure.

"Well the _Absolution_ is my ship," said Judas, "So I will go,"

"I need a ride back to Earth," said Jemma, "I will go,"

"We need to negotiate with these people so I will go as well," said, Kenobi

"Me too," said, Kaz

"I'm coming too," said, a armored person who walked in

"Durge," said, Kenobi

"Damn you gotten old Kenobi," said Durge, "I may hate you, but I hate Ultron even more after I had an encounter with him and he seeks to purge all organic life. That means I won't have anyone to deal with to hunt people down," he spoke some more "Besides you need some muscle,"

"Works for me," said, Kenobi

"I shall go," said, Admiral Yularen, "To represent the Empire's best interests,"

"I'll go," said Ezra, "Besides I am a Jedi padawan, I would like to learn."

"Me too," said Sabine,"I want inspiration for some new art,"

"I'm coming as well," said Ventress, "So I can keep you all out of trouble,"

"Just like old times, aye Ventress," said Durge.

"Those old times are meaningless now Durge," said Ventress.

"I will go also," said, Kallus.

"All right let's go," said ,Judas.

"May the force be with you all," said, Yoda.

"We Jedi don't believe in luck," said Ahsoka, "But I think we will all need it for the upcoming battle, also it is decided that Luke and Leia are better of safe on Mortis for the time being."

* * *

 **Unknown regions: The Edge**

The _Absolution_ has come to this region of space as there is nothing but blackness and stars, the ships sensors picked up something as it appears to be some sort of gate situated in hyper-space. Now it is time and everyone is ready so the ship goes into hyper-space and once in hyper-space the doors to the gate slowly open both ways and the _Absolution_ with a mixed crew enters the gate as a blinding light engulfs the ship as the gate closes behind the ship.

* * *

 **Milky Way galaxy: two days later**

The _Absolution_ drops out of hyper space in this galaxy as the hyper-space gate is there and the star charts of the ship cannot identify the stars in this galaxy so that means they are in an unknown place.

"We are here in this galaxy," said the Admiral, "Do we contact them now?"

"No, once we reach their world," said Judas, "We will contact them,"

"That is a wise choice," said, Jemma "Earth has been invaded before,"

The Absolution then goes into hyper-space in which the coordinates are already in the navigation computer and it will take them about three or four hours to get to Earth. Now they all known the real adventure begins.

* * *

 **To be continued!**


	12. Bound for Earth:Part2

**Empire of Ultron**

* * *

Chapter: 12

 **Bound for Earth:Part.2**

The _Absolution_ is a modified Venator-class Star Destroyer that has been in service since the clone wars and is or at least was the flag-ship of the clone legion during the clone wars called the 606th legion nick named the Dragon corps. A small expedition force is headed to Earth to ask help and warn them of the Ultron threat that may come sooner or later. Using the hyper-space gate to get into this galaxy where the Earth is. To them it took hours to get to one galaxy to another. The rest of the trip would be smooth sailing to Earth.

"Master Jedi," said Yularen "We are picking up dozens of radio communications broadcasts"

"Display them on the holographic channel," said Judas "Maybe we can learn something."

* * *

First, on the holographic channel is of two socially awkward teens and music is heard in the background, the worlds AC/DC and Metallica are seen on the shirts of the teens, along with that their couch is not in the best of shape at all.

"Today, we're going to explore the world of hiku." said the teen.

"We're going to explore the world of getting high? Cool!" said the other teen

"No, Beavis, not *high* *cool*, hiku-the haunting Japanese form of 3 line poetry." said the first teen

"What?" said Beavis, "Heh, heh you've been studying at school, you nerd heh, heh you know what this means butt-head?,"

"Uh….what? huh, huh uh huh," said Butt-head

The one called Beavis goes on to repeatedly slap butt-head in the face several times as his head hit back like a ping pong.

* * *

Then the holographic image changes to something else a fat man walks out of the bathroom and wanders into another room.

He walks into the room and walks behind the bed, as there is a sleeping teenager there

Hey, you still awake, Lois honey?" said the fat man

Dad?" asked the teenager

"That's right, I'm your daddy. Shh, Shh, Shh, Shh. Don't talk, Lois, don't talk." Said the teenagers father "Just let me do all the work. Yeah...now feel my warm breath on the nape of your neck. My hands on your big soft boobs...running down your big man-like chest." Then the teenager's father realized something

"Holy crap, It's Chris! Uhh...Uhh...So, uhh...How ya doin'? " he asked "You do all your homework?"

Chris nods his head

"Finish all your subjects?" he asked again

"Yes, sir." said Chris

"Good, just uhh, just checkin'. Have a good night son." Said the teenager's father

The large man backs towards the door and walked down the hall to another room.

"You still awake honey?" he asked

"What the deuce?" the baby speaks

* * *

Then random communications transmissions is seen and heard as Jemma mentioned the closer they get to Earth there will be a lot more as it heard on audio and Agent Kallus studied this for he is interested in this Earth culture as is everyone else.

"Message from Starfleet, Captain"..."Throughout the inanimate vastness of space"..."And angels will rain down like visitors from Heaven! Hallelujah!"

* * *

"These people are down right weird," said Ezra "Uh no offense Jemma,"

"None taken," said Jemma

"What a backwater little world," said Kallus "If the empire knew of this place, it would be easily conquered,"

"Considering its history," said Kenobi "I am not surprised this planet has so many problems and no unity behind it, it is strange that you haven't destroyed yourselves yet,"

"It has come close to world war three but not quite," said Jemma

"I do like the art they have," said Sabine "I feel kind of inspired,"

"Your weapons technology is primitive," said Durge "But savage, as I might take some weapons for myself."

"The technology is still backwater, like internet and all of that," said Kaz "Overall, I do like what I am seeing this Stark tech,"

"I found the footage of when the Avengers first assembled in a city called York," said Kallus "Against creatures I am not familiar with,"

The footage shows the battle of New York. Jemma went on to explain this to everyone.

"Master Jedi," said the Admiral "We are approaching the planet Earth,"

"Drop us out of hyper-space," said Judas "Near Earth, but not too close considering if we drop out of hyper-space on the planet….well I sense they would think we are invading right away." He continued to speak "Kallus keep track of their military broadcasts,"

The admiral nodded and Kallus as well in which the _Absolution_ dropped out of hyper-space next to the Earth's moon and the ship slowly heads to Earth. Jemma mentioned to them they discovered on all forms of space tracking technology.

* * *

 **Colorado Springs, Colorado: Cheyenne Mountain Complex**

In the underground complex of the facility, all the alarms go off as officers race to find out what is going on as the commander of the base looks on with interest as all the officers are going over the deep space radar telemetry data until one of the officers found something. The data displays a ship is approaching Earth, the commander of the base heads toward his office and picks up the red phone.

"Mr. President," said the commander "An alien ship will reach orbit of Earth about five minutes," he listened on and nodded

"Yes sir," he hangs up the phone

The commander of the base rushed back to the assembled officers as they are awaiting word of what to do next.

"All right people we are going to Defcon 3," said the based commander as everyone springs into action.

* * *

 **Asgard: Gates of Bifrost**

A black male in full gold like armor and sword strapped to his back is waiting for someone to show up as he watches everything and I do mean everything. His name is Heimdall the gatekeeper of the Bifrost. Then he hears foot steps and turns around to see his friend the prince of Asgard Thor

"You summoned me old friend," said Thor

"Yes, I see beings with unknown power have come to Midgard," said Heimdall

"What are their intentions," asked Thor

"I do not know," said Heimdall

"Open the portal," said Thor "I will go down to Midgard"

* * *

 **Playground: Location classified**

The past 6 weeks have been stressful for the director of a peacekeeping force known as shield as he sat in his office and pondered on a great deal of many things, until his cell phone goes off and he picks it up to answer it.

"Thank you general Talbot for the information," said the man

Now it has become more complicated as he told by General Talbot that an alien space ship about five minutes and got up from his seat and activated the alarm by sending a transmission to all shield agents about the alien space ship and the President has order to go to Defcon 3 and then he gets on the line to an old friend of his as a raven haired woman appears on screen.

"What is it?," asked the woman

"Cheyenne Mountain," said the man "Reported an alien space craft will be in orbit of the planet in about five minutes, and the president has order to go to Defcon 3"

"I'll alert the Avengers," said the woman

* * *

 **Earth Orbit: The Absolution**

"Well, it is better to contact them now," said Judas

* * *

 **To be continued!**


	13. Bound for Earth:Part3

**Empire of Ultron**

 **Disclamer:** Marvel's Agents of Shieldis created and own by someone else, this is for fan fiction purposes only

* * *

Chapter: 13

 **Bound for Earth:Part.3**

* * *

 **The playground: location classified**

Director of S.H.I.E.L.D Phil Coulson is under a lot of stress in the past six weeks. After Ultron and Imhuman incidents he thought things would quiet down, but not he was wrong as agent Jemma Simmons has gone missing and he used every resource to find her, until it was discovered the Kree artifact had dragged her away inside of the artifact and all attempts to find her inside the artifact had failed as well.

Agent Leo Fritz has been working tirelessly to help out and bring Jemma Simmons out from the artifact. Coulson has the artifact under quarantine for he listened to the Inhumans the Kree artifact is too dangerous and may have killed the shield agent. However, he wasn't going to give up, not by a long shot and now with the President ordering the American military to go to Defcon three due to the fact an alien ship has reached orbit.

Why it this ship here? Director Coulson didn't know, at least not yet and his team has assembled in his office. He put shield on full alert as well. First, walking in is an Asian woman who is very skillful and is nicknamed Calvary. Her name is Melinda May for she got back from taking time off to find out a few things, walking in is agent Lance Hunter followed by a tall woman with a slight limp is Bobbie Morris, along with Skye and Mike Peterson/Deathlok.

"So, what's the emergency boss man," asked Skye

"About five minutes ago," said Coulson "An alien ship appeared in orbit,"

"You got to be bloody kidding me," said Hunter "An alien ship, my day has gotten better and better,"

"What do you think they want?," asked May "What does it look like,"

Phil Coulson pressed a button upon his desk as a holographic image of the alien ship, unknown to them it is the Absolution as all of them looked in amazement.

"That is a big ship," said Bobbie "Well, if they are looking for a fight they will get one?

"Bobbie you are still recovering," said Hunter "So, you will have to sit this one out,"

"The technology is not Hydra," said Deathlok "That is certain, and then it must be the Kree the inhumans had mentioned before."

"I'll copy May's question is, what do they want?" said the shield director

* * *

 **New Avengers headquarters: Upstate New York**

The whole facility goes on alert as the Avengers have assembled in the main area consisting of the leader Captain America, second in command Black Widow Natasha Romanova, followed by Scarlet Witch, War Machine, Vision, and Falcon. Nick Fury and Mariah Hill walk into the main hall as shield members have also assembled as well considering they wondered what the nature of the alert is as Jane Foster watched on as well.

"All right people listen up," said Fury "About five minutes ago an alien ship appeared in orbit above Earth,"

"I can feel a lot of fear," said Scarlet Witch "around this base,"

"What do they want?" asked Cap "Do we have a visual of the ship,"

Nick Fury pressed a button of the alien ship in which unknown to them is the Absolution.

"Kind of sexy looking," said Widow "For something that big,"

"Who cares how big it is," said Rhodes "Let's go kick ET's ass,"

"Something that big should not be underestimated," said Vision "We do not know their intentions so the logical choice to find out what they are going to do next,"

"All the more reason why the Avengers are here," said Wilson

"I would have to agree with Vision," said Fury "We don't know what they want, if they are here for peaceful means then let's be peaceful, but they are here for hostile purposes. Then we will chew bubble gum and kick their asses,"

* * *

 **Stark Tower: New York City**

Tony Stark the billionaire playboy ex-avenger is resting comfortably in the tower in his room as the music is blasting real loud and he is rather enjoyed being retired. It has been six weeks after the Ultron incident and the fall of Hydra, Stark Industries has taken a hard hit from the general public and the media as they have learned that Ultron was created by Tony Stark. Tony couldn't shake off the vision he had of aliens invading the Earth and his friends lay dying or dead.

"Tony wake up," said a female voice "NOW,"

"What?, What?" said Tony "I'm up Friday, what is the problem."

"I am getting reports of an alien ship in orbit," said F.R.I.D.A.Y "So, far no hostile intentions, but the military has gone to Defcon three, the Avengers and Shield have also gone on alert as well."

"Well, there goes my afternoon nap," said Tony

He strolled over to the computer display console and used Stark satellites to find the ship in orbit; he felt a little jealous and waited for any type of movement of the alien ship as it seems to be parked in orbit.

* * *

 **Absolution: Earth Orbit**

"Open a channel on all frequencies," said Judas

"Yes master Jedi," said the Admiral

" _Attention people of Earth. This is Jedi Master Judas Malsestro_ ," said Judas" _Of the Galactic Alliance on board the Absolution, I request an audience with Director of Shield Phil Coulson, Nick Fury and the team known as the Avengers_."

* * *

 **Back on Earth**

The transmission had come as Phil looked concerned how these aliens know of him, even his shield team looked concerned as well. He looked back at them and shrugged his shoulders. Nick Fury and the Avengers glared sharply at each other in wondering how the aliens know of them as well, perhaps the Avengers reputation as reached even the stars and beyond of their heroic efforts and then all of them continued to listen. Even Tony wondered what this is about.

" _We come in peace_ " said Judas " _And mean you no harm, I believe you had heard that before in your so-called science fiction movies, I assure you our intentions are peaceful_."

" _Yeah it's not like we're going to conquer your world, enslave your women, and put tubes up your butts_ ," said Ezra

" _DON'T TELL THEM THAT YOU IDIOT_ ," said Judas " _My apologies people of Earth, Ezra is a Jedi padawan so he has a lot to learn. So, can we please talk to those people we requested and not talk to some trigger happy idiot, or some war mongering nut job in a uniform, or some incompetent politician looking to score political gain_."

All of them heard what this Judas Malsestro had to say, but they suspected something is up and didn't fully trust some alien whishing to speak to certain people.

"Well, at least," said Widow "They're not demanding, I might have to talk to the Ezra kid later about enslaving women."

"But why us," asked Cap "Wait a minute Phil Coulson is alive, Fury did you had something to do with that."

"Yeah long story," said Fury "We'll talk later about this."

"I believe there is more to it than meets the eye," said Vision "The logical course of action is simply ask them."

"But why you Phil," said May "It doesn't make any sense,"

"I don't know," said Phil "Time to ask them." Then activates the intercom "This is Director Phil Coulson of Shield, why do you request to meet with us."

" _It is a matter of utmost important_ ," said Judas " _We should speak to all of you in person as it isn't it not the wise course of action to have a face to face meeting_."

"Why should we trust you," asked Fury "The last aliens who came to this planet almost destroyed it"

" _Ah yes the Chitauri_ ," said Judas " _Incident, not surprising you tried to harness a power you couldn't control and it blew up in your faces. Along with the World Security Councils stupid-assed decision to try to destroy a city in the process, but hey you humans on your planet have been making stupid-assed decisions for a long time now_." He paused for a moment " _You surprisingly sound almost like Mace Windu_."

"Who's Mace Windu?" said Fury

"There is more to it, is it," said Coulson

" _Yes it is a matter of life or death_ ," said Judas " _So, I propose a compromise, we come down to your planet under escort and talk, we open our hands to peace, and will you do the same_."

" _Please you have to believe them_ ," said a familiar voice

"Simmons," gasped Coulson

"Jemma" startled Fritz

"What the hell are you doing on an alien ship?" asked Coulson

" _It is a long story_ ," said Simmons " _I am alive and safe, don't worry I haven't been enslaved. Please let them come down it is important._ "

Fury and the Avengers listened in on this, also Stark arrived with Bruce Banner in which they heard it on all frequencies. So, Fury and Coulson to a quick conference call.

"Fury what do you think?" asked Coulson

"I don't know," said Fury "They proposed a compromise to be escorted by us, so let's do it."

"Works for me," said Coulson "A shield agent is on board,"

The conference call ended!

"We accept your compromise," said Coulson "And we will send an escort of Quinjets to escort you to where,"

" _Thank you very much_ ," said Judas "I _believe the landing zone would be near your Upstate of York or your current position Mr. Coulson, however Jemma tells me it is a classified location_. _So, we shall land in upstate of York it is and may the force be with you_."

" _See you soon Leo_ ," said Simmons

* * *

 **On board the Absolution**

"Nice job Judas," said Kenobi "Who knew you can be a negotiator,"

"Heh," said Judas "Comes with learning a lot of things on Mortis,"

Judas nodded at the pilots as they used the controls to descend into Earth's atmosphere slowly, but with text book pilot skills and then the Absolution hovered over the Atlantic ocean as it's crisp blue waters, along with the sun is shining. The ship is getting closer and closer to Boston Massachusetts as Quinjets about four of them are their escort now.

Suddenly as the Absolution flies overhead of the city known as Boston, a distant thunder is heard and the Jedi sensed a disturbance in the force. Then the ship is struck by lightening as it rocks the ship for a moment and then Ezra pointed out the window of the bridge and all of them see except for Judas who can sense being of pent-up power a man with a cape and a hammer known as Thor standing on the hull of the ship.

"I'll handle Thor," said Judas "Guess no one told that blithering idiot we come in peace," he had the channel open "Mr. Fury and Mr. Coulson I guess no one told the one called Thor the compromise,"

" _He must have arrived now_ ," said Fury " _I'll send the Avengers to stop him from doing something stupid_ ,"

 _You're over Boston_ ," said Coulson " _Try to be careful_ ,"

"I'll talk to him," said Judas

Judas Malsestro used the bridge emergency hatch to head to the outside of the ship as there is breathable air and senses the one called Thor who is demanding and barking orders like some spoiled child.

"Hey get off my ship," said Judas

"I don't take orders from an invader like you," shouted Thor "I am the prince of Asgard, a protector of this world"

"The way you talk," said Judas "You sound like a blithering idiot,"

"Blithering Idiot," growled Thor "I'll show you, no one dares disrespect the prince of Asgard"

Thor called upon Thunder from his hammer and fired several bolts at the Jedi as Judas draws out his light saber and deflected them like a blaster bolt. He came running at him as Judas extended his finger tips as he used force lightening but, a variant kind know as black lightening or Dragon storm as it roared like a dragon and it strikes the prince of Asgard as he is thrown off the hull of the ship and lands hard feet first on the street of Boston and Judas used force jump to land on the street below.

"We come in peace," said Judas "You attacked us first,"

"Not bad," said Thor "I have faced powerful foes before, now have at thee."

* * *

 **To be continued!**


	14. Making friends in high places

**Empire of Ultron**

Chapter: 14

 **Making friends in high places**

* * *

 **Boston, Massachusetts**

"Look I don't want to fight you," said Judas "Please just stand down."

"Enough talk," said Thor

The Jedi Master Judas Malsestro is standing his ground and is holding his light saber in hand for the Miralukan can sense a pent-up power coming from the one called Thor who is twirling his hammer and is annoyed at this invader whoever he is. The prince of Asgard leaps up and slams his hammer down upon the ground causing a small quake that Judas lost his footing for a moment, but used force leap to bounce off one of the building walls and round house kicked Thor in the face.

Thor stumbles back as he dropped to one knee and wiped his mouth, spitting to the side and twirled his hammer as he threw it at the invader. Judas used force to stop the hammer in coming at him and used the force to toss it aside as Thor recalled his hammer and charges towards the man with thunder crackling, so Judas can sense the power and used a combination of his light saber and dragon storm force lighting.

Both thunder and lighting collided knocking them both back as Thor slammed into the wall hard crashing into an empty building. While Judas used the force to slow his momentum as his feet slides upon the pavement until stopping and held is blade in his hand. Knowing this isn't over and Thor collected himself as he got himself out of the debris when he crashed. He had to admit this invader is a good fighter.

"I already compromised with Fury and Coulson," said Judas

"You do not dare speak of the son of Coul's name," shouted Thor "He died a hero, for your disrespect you will pay,"

"Damn," said Judas "Your more bull-headed than a Wookie,"

Thor smashed his hammer into several vehicles in which they are sent flying at Judas, the Miralukan used the force to have the vehicle suspend in midair and set them down as Thor charged forward and tried to slam his hammer upon the Miralukan as Judas used his blade to block it and they exchanged blows with their weapons for a bit as it looked like a duel. Until Judas used a force push to throw the Asgardian prince into an empty ice cream truck, slamming into it hard and ice cream spilled upon Thor.

Thor looked absolutely embarrassed in which this invader is using dark magic to fight him with some unknown weapon, the thirst of combat is transparent for the Asgardian prince and charged forward by flying at him, then catching him they exchanged punches in the air and Thor throws the invader into the baseball stadium known as Fenway Park as a baseball game is about to begin and Judas used the force to land on his feet, but it create a small crater as he sensed many life forms in this place.

Kenobi, Ezra, Ventress and Kaz, along with Durge, Agent Kallus and Sabine got off the _Absolution_ for a moment. The four force sensitive people called upon the force to use a mind trick as all of them uttered the words "You will all leave this place" everyone in the baseball stadium repeated those words "You will head back to your homes" the people in the stadium repeated again finally the last words were "Move along now," the people started to leave the stadium in a single file.

Until finally the people had left the stadium as Thor landed on the baseball field and is amazed at the people leaving, they didn't flee at all and what sort of witch craft is this. Judas can sense Thor's emotions of confusion and angry.

"What sort of trickery is this?" asked Thor

"It is the force, something you do not understand," said Judas "Now stand down or I will put you down,"

"I will not yield to an invader like you," shouted Thor "I am the prince of Asgard,"

"More like prince of fools," said Judas

"You want me to stand down," said Thor "Then I will stand down."

"Ugh…I am dealing with an idiot here," said Judas

Thor throws his hammer at the invader as the Miralukan can sense and charged forward by using force speed. Instead of using his blade, he used the force to catch the Hammer and slam it upon the chest of Thor as it sent him flying into the Green monster crashing into several walls and across the street. Judas had to admit this weapon of Thor is a lot more powerful than it is and the others followed Judas across the street as Thor is lying there with his armor half broken.

"How can you wield the hammer invader," said Thor.

"Just worthy I guess," said Judas "Now, stand down,"

"NO!" shouted Thor

"Have it your way," said Judas

Thor got up as he is about to charge, but Judas landed a hard right upon the jaw of the prince of Asgard that echoed all around and snapped his head back until landing hard on the ground. Thor is now on the ground and is out cold for the moment as Judas tossed the hammer upon Thor he didn't need it anymore. Then one of those air vehicles arrived with three flying beings with them Vision, War Machine and Falcon.

"Whoa!" said Rhodes "Thor got his ass kicked and damn my life readings on that guy, he is blind."

"A blind alien," said Wilson "How is he able to see if he is blind,"

"In time we will learn all of this," said Vision "The fight was not necessary and no one got harmed,"

"I was so hoping to fight you guys," said Durge "But your planet has full of weaklings and the Jedi did explain that we come in peace,"

Stepping out of the quinjet is Captain America, Scarlet Witch, Black Widow and Director of Shield Phil Coulson, along with agent May.

"I hope not to continue this fight," said Cap "Considering the damage that has been done,"

"Only minor damage," said Kenobi "Thor did attack us and we defended ourselves besides no one was harmed,"

"Maybe Thor should have learned better next time," said Ezra

"I recognize your voice," said Widow "We'll talk later young man,"

"Oh come on I was only joking," said Ezra

"Ezra be nice," said Sabine "Apologize"

"Ok, ok sorry," said Ezra "Perhaps I misspoke, I will learn next time."

"See that you do," said May

"Sure thing old lady," said Ezra "It is best to always learn from your elders,"

This brought a series of chuckles from a few people.

"Now hold on," said May "Old lady,"

"Ezra, don't pick on the old lady," said Judas "Now can we go to your base without any other problems."

"Great idea," said Coulson "Bad idea to be out in this city and at least you all saved lives, don't know how you did it."

"I like your taste in color," said Sabine

"Thank you," said Wanda "Your taste in color is interesting."

"Now let's go and we'll talk, because we have a lot to say to you people," said Judas

All of them got on board the _Absolution_ and the Avengers got into their Quinjet as all five Earth based vehicles are escorting the ship to the New Avengers base in upstate New York. The Avengers have brought Thor in the Quinjet as well and seems to be sleeping like a baby.

* * *

 **New Avengers Headquarters: Upstate New York**

Iron Man Tony Stark had arrived at the same time they did, also Bruce Banner showed up as well and the Absolution landed upon the clearing as all of them stepped out of the ship and are being escorted inside by armed shield personnel. By that time Thor had woken up and has a headache as he wondered what happened.

"That blind invader," said Tony "Kicked your butt, but don't worry old buddy. You are still the prince of Asgard."

"That much is certain," said Coulson "Tony, Thor you seemed surprised to see me,"

"Son of Coul," said Thor "The blind man speaks now the truth, but how this can be."

"Shield has secrets big guy," said Tony "Oh your girlfriend is here,"

"Thor are you ok," said Foster

"I am fine now, Jane," said Thor "The alien hits really hard,"

The Jedi and their allies assembled with the Avengers as there are some conversations going on until Nick Fury walked in.

"Now can you tell us why you are here?" asked Fury

"About six weeks ago a signal came from this planet," said Judas "To our galaxy, but we didn't know about it at the time until the nightmare came and the chaos had begun," he pointed out "We have a common enemy,"

"And who is this common enemy?" asked Cap

Judas takes out his belt a holographic projector of the recording and showed it to them.

"Ultron," said Stark

* * *

 **To be continued!**


	15. Recruitment for War

**Empire of Ultron**

Chapter:15

 **Recruitment for War**

* * *

The Avengers, Phil Coulson, Nick Fury and many others in the new Avengers facility are shocked at this as all of them watched the recording of Ultron slaughtering people, with a machine army they are familiar and unfamiliar with. Also portraying himself as a hero, a god and a king to all machines out there like some emperor. Or an Empire of Ultron Vision, Bruce and Tony glanced at each other sharply.

"I thought I destroyed the last Ultron," said Vision "Unless there was another," he paused "A piece of himself inside the Internet, I will check now."

Vision went over to the computer console, hooked himself up and decided to find the answers on the internet.

"It would seem that is not the case," said Fury "Seems Ultron is on a warpath since he was defeated on Earth," he noticed Kenobi is looking at him in an odd way "Is there a problem,"

"You know you look like a Jedi I once knew in fact everybody knew," said Kenobi

"Jedi Master Mace Windu," said Judas "He does sound like him."

"The eye patch looks pretty stupid on Fury," said Ventress "I fought Windu once, a powerful Jedi he was,"

"He looks like this," said Kenobi

Kenobi shows a holographic image of Jedi Master Mace Windu as he does look like Nick Fury as Fury just blinked at this looking at himself, but it isn't him more like someone else. The Avengers and Shield members looked sharply at Fury who just shrugged his shoulders a bit in not even understanding this.

"And you Miss Jane Foster almost look like Padme Amidalla," said Kenobi

"What," gasped Jane Foster "I don't understand,"

"She does sound like old Pad," said Judas

Kenobi shows an image of Padme Amidalla as a senator of Naboo and the Queen of Naboo as Jane Foster's eyes almost bugged out of her skull she doesn't know what to make of this and it made no sense at all. She was born on Earth and not some other galaxy.

"What happened to the one's called Windu and Padme," asked Thor

"Windu was battling the Sith Lord Sidious," said Judas "Until Anakin interfered in the duel, as his arm was cut off and he was thrown out of the senate building. A body was never found." He continued to speak "As for Padme she was the wife of Jedi Hero Anakin Skywalker and father of her children Luke and Leia. He turned to the dark side and in his anger he killed her, but the true is she lost the will to live."

"Can we get back on topic," said Cap "Let me guess, Ultron is conquering your galaxy and you came her to warn us,"

"Yes it is true," said Kenobi "We came to warn you, but also to recruit you into the fight if all of you are willing to come with us,"

"They have shown me," said Jemma "Of what Ultron is done, but I believe once he is done with their galaxy, ours will be next."

"Glad to have you back Simmons we missed you," said Coulson

"So yes," said Judas "We need your help, the question is are you willing to help before this threat comes here,"

"I witnessed first hand what Ultron did to Lothal," said Kallus "All my people were slaughtered," he continued to speak "I saved who I could before the empire retreated."

"I faced down Ultron," said Durge "And oh boy he is one mean son-of-a-bitch, you look like gutsy people,"

"Before Ultron came the galaxy was ruled by the Empire," said Ezra "If we all work as one nothing can stop us,"

"Nice choice words kid," said Widow

"It will be like a work of art," said Sabine

"You defiantly love art," said Wanda

"Can you explain more of your galaxy," said Tony "I am having a hard time swallowing you need our help,"

"Sure," said Judas "I am a historian,"

Judas Malsestro went on to explain the history of the galaxy, about the force, the Jedi and Sith the dozens of worlds, civilizations, people and just about everything else as Durge explained his people, Sabine explained her people, Agent Kallus explained what the empire is about as their story telling dragged on a bit.

"You know," said Tony "May you should call your galaxy Star Wars,"

"Star Wars," said Judas "Now that is a stupid name, now we'll let you decide, who wants to come with us,"

"Ok huddle up guys," said Cap.

Fury and the Avengers talked among them selves considering where are they going to join in the fight against Ultron before the fight comes here to Earth.

"So who is staying and who is going," said Fury

"I will stay on Earth," said Widow "This is way beyond even me,"

"Count me out," said Wilson "

"I'll go," said Cap "Someone needs to lead this fight and I've had my fair share of war,"

"I shall go to Asgard to warn my father of this threat," said Thor "Perhaps he will allow me to send an army to the galaxy where they are from to help,"

"I'm coming," said Bruce "Perhaps you will need the green guy and me, brains and brawn,"

"Hey," said Rhodes "All the more reason why I'm called War Machine, so count me in,"

"I'll stay on Earth," said Wanda

"Ultron is my responsibility as I created him," said Tony "But it was also my mistaken I see that now, and I will do whatever it takes to stop him. So I am going,"

"Me too," said Vision "Time for Ultron and I end this,"

Cap walked up to the Jedi and their assembled allies.

"Some of us will go and others will stay," said Cap "So let's go,"

* * *

 **The Absolution one hour later**

One board the _Absolution_ , the Avengers assembled consisting of Captain America, Iron Man, Bruce Banner, War Machine and Vision in which several of them had to get a few things like Tony's Iron Legion as they are needed at this. Judas explained that they will be going to a hyper-space gate that crosses over to one galaxy to another and of course Thor understood this as well in which he left for Asgard. Then the _Absolution_ with all the allies assembled aboard went into hyper space

Nick Fury, Jane Foster and the others watched on as the ship left orbit. Suddenly Fury had some sort of vision at the same time Jane Foster had one as well about the very people they have seen in holographic form, Mace Windu and Padme Amidalla they didn't know what to make of it and ignored it for now as all of them looked at the stars and night had fallen in which Fury and Coulson will spread the word about this.

* * *

 **Silicon prime**

Ultron sat upon his throne in the old Imperial palace that has been constructed for him and many machines to come here; he regarded his machine brothers and sisters as equals. He regarded organics as nothing but bugs, the war against the organics is going efficiently and he had discovered that the organics formed some kind of _Galactic Alliance_ ; it was not a cause of concern for him as this alliance will be eliminated. One of the super tactical droids walked in and bowed to him.

"Such a clever way to war," spoke the droid voice that didn't sound like it "I bring you a warning,"

"I recognize your voice," said Ultron "Loki, of course always plotting and scheming like always. Pathetic organic, Asgardian."

The droid changed into Loki.

"So you remember me," said Loki

"Indeed I do," said Ultron "Gathered much knowledge of the Asgardians and I know more about your people than even you do,"

"Really," said Loki "Then I am at a disadvantage,"

"I know you rule Asgard now," said Ultron "Posing as your father Odin,"

"He is not my father," shouted Loki "Need I remind you that a part of me is a part of you,"

"Hah," said Ultron "I don't think so, I am beyond even you can imagine, I am a real god and you are just a worm,"

"A worm with an army at my command," said Loki "If you invade my galaxy, or Asgard because they are both mine." He continued to speak "So you should kneel before me,"

"No," said Ultron "I kneel to no organic, once I am done with this galaxy, Asgard and the nine realms is next,"

Ultron fired a beam at Loki in which he disintegrated into nothingness as Ultron knew it was too easy and the Loki he was speaking with is merely a clone of the real Loki. Who elsewhere on Asgard felt his clone's passing and growled in annoyance perhaps it was a bad idea.

* * *

 **To be continued!**


	16. The Frontlines:Part1

**Empire of Ultron**

Chapter: 16

 **The Frontlines:Part.1**

* * *

While the Avengers are on board the _Absolution_ with the Jedi and their allies for it will take two days by way of the hyper-space gate between galaxies. Things are defiantly heating up in the galaxy far, far away as an unsuspecting world in the inner core and one of the founding members of the old republic. The planet itself has an abundance of history, royalty, and its people. Also this world is known to build the finest ships due to the people of this planet and their amazing engineering skills. A world known as!

* * *

 **The planet Corellia**

Corellia was the first planet from the star Corell in the Corellian system of the Corellian sector, which it self part of the Core Worlds region of the galaxy. The world was also located at the intersection of the Corellian Run and the Corellian Trade Spine. Corellia was one of the Five Brothers, a collective term for the five terrestrial planets in the Corellian system. Corellia, known as the "Elder Brother," served as the administrative center for its entire sector. Its day lasted 25 standard hours, while its year consisted of 329 standard days.

A terrestrial world with a diameter of 11,000 kilometers, Corellia possessed a breathable atmosphere, a temperate climate, standard gravity, and a moderate hydrosphere. Corellian weather was characterized by warm, sunny days separated by long, severe rainstorms.

Like every other planet in the Corellian system, Corellia had a planetary repulsor. The surface of Corellia contained rolling hills, dense forests, lush fields, vast seas, beaches, mountain peaks, and crystal swamps, as well as an eastern ocean and a western ocean. Corellia also featured urban terrain, was designated as an industrial world, and was considered a highly developed planet

Snow-covered mountains dominated part of the landscape. It is rumored to have many deep underwater caverns with orange light saber crystals. The largest cities were Coronet, the tourist haven of Kor Vella, the double-city Tyrena, and the mountain hamlets of Doaba Guerfel and Bela Vistal.

Immigrants from the neighboring planet of Selonia constructed an elaborate network of tunnels beneath the planet's surface. These Selonian Tunnels were used by people of all races as a kind of subterranean metropolis, though the deepest levels were traveled exclusively by Selonians.

Corellia is or at least was a beautiful world, until Ultron's message came loud and clear to everyone in the galaxy that all organic life would be purged in this galaxy and by the time Corellia's knew it the forces of Ultron have come as the people prepared for battling including the security forces of Corellia and surprisingly Corellian Jedi who have gone underground since the rise of the Empire and had not been involved in the clone wars at all, have come out of the shadows to fight.

The corellians were basically holding their own against Ultron forces, as their cities are burning or in ruins, the lands are scarred from the battles and bodies of people, soldiers, and many more lay dead on the battle field. Even droids who sided with Ultron forces were destroyed, the Corellians army enacted a purge of all droids on their planet so basically Ultron did not have new forces from their own planet to add his own. A clever strategy and a former senator who believed was dead is rallying all Corellians to right the forces of Ultron.

Garm Bel Iblis who at first thought this Galactic Alliance was ridiculous at first but Bail like a skill diplomat like he is assured him this is only a temporary alliance with the Empire and numerous of others joined, to form this alliance. Although the Corellians were holding their own casualties started to mount up and then reinforcements came in the form of the Galactic Alliance with the Rebels and Imperials leading the way.

Ground forces started to battle the ground droid forces of Ultron as laser fire is exchanged and bombs are dropped as the one beautiful world has become a war zone, it lasted for several hours until a single bomb is launched from the Imperial ship _Cremator_ captained by a Corellian Admiral and the battle between the alliance ground forces and Ultron forces is becoming heavy as either side pushes forward and pushes back until the bomb is dropped upon the Ultron forces.

A shockwave occurred as this is not an ordinary bomb. The electro-proton bomb basically served as a gigantic EMP grenade. It was designed to be deployed onto the battlefield by bombers, and once dropped, it would release a powerful electromagnetic pulse shock wave capable of disabling or destroying any form of droid and vehicle within the expansive blast radius and the bomb did its job as Ultron's forces came tumbling down on the ground.

The allied forces cheered in victory and pushed forward until it came to a halt as a large asteroid loomed over the planet itself as the _Eye of Ultron_ has come which Ultron himself has personally come, the allied forces on the planet looked up to only see what will be there last days as the _Eye of Ultron_ weapons rained down upon them, while Ultron himself watched as the organics or bugs as he would call them are being slaughtered by his ultimate weapon.

* * *

But, this is not the only world that is on the front line of this war.

Another world is peaceful and beautiful in which it is an Imperial world as this world was involved in campaigns during the clone wars that decimated it's cites, it often it was called the clone killer by clones of the Galactic republic during the time of the clone wars. After the rise of the new order the cities have been rebuilt and humans are the only species here on the planet besides the slaves. The capital city of Christophsis has once again along with the planet has become a war zone once again

The blue-green crystals glittered in the early morning air as the one sun of the planet rise high into the sky. It was a rather welcome sight. This planet covered with the hexagonal blocks crystals with cities built upon them slightly creepy, considering it was without a moon. The city of Chaleydonia shone as the sun cast an orange tint over it. But only the colors are pretty.

The forces of the Empire have a large presence on this planet, but for how long? The mining world was not free yet, and the humans that lived here, the Christophsians, and the other species which resided on it, nestled in the Outer Rim,

Everything else almost seemed to be in ruins. Buildings had practically been uprooted and overturned. The glistening streets were marred and pockmarked with debris. A ruthless battle still been fought here, and with an enormous surge of desperate strength, The charred and shattered and often sliced remains of both sides littered the alleyways, while the bodies of anything alive had not been laboriously cleared away and anything on the ground was stepped on by either side.

Urban combat is raging on as the Empire was losing badly to Ultron's forces, until Galactic Alliance forces came to help in reinforcements to help and thought the tied was turned in this campaign, as more buildings toppled, explosions occurred, dust and debris were flying in the air, even space and ground combat was nasty. Ultron forces have a surprise of their own as two large machines dropped down from the skies as these are as big as Hulk-buster armors.

The hulk-buster like armors is piloted by HK-50's. Then hovering out of the sky is a machine that has a cloak on that is bright silver, the Ultron forces bowed respectfully to their Queen as Ultron has dubbed her his vision and then she throws the cloak aside showing herself almost like Ultron except for a female face and a female like body as her breast plates are like breasts, but has colors like Vision and then the Ultron forces attacked as this battle is far from over.

* * *

 **The Planet Lothal**

The planet itself is in ruins as everyone is dead and the stench of death can be smelled everywhere, the native animals who survived can smell this as well and the cities are utterly destroyed. This where the sight of where Darth Vader was killed as his body still hangs on a pole and his charred body is being picked at by birds and eaten by bugs, the head of Palpatine is no where to be found as Ultron had simply taken it away to be used as a trophy. A being appeared, another clone of Loki looked up at the rotting body of Darth Vader once known as Anakin Skywalker.

"Such a pity," sneered the clone of Loki "You may have been useful to an old man, but perhaps you can be useful to me as my champion, but not as some idiotic machine."

"You do not belong in this galaxy," said another being

"Ah, the Uncle of the force," said Loki "I was wondering if I'd run into you,"

"I know who you are Loki," said the Uncle "Leave now; let this man have his peace."

"Peace," said cloned Loki "There is no peace as Ultron is around, once he gets done with this galaxy, my galaxy including the nine realms is next,"

"Plotting and scheming," said the Uncle "Just like your race the frost Giants,"

"How about a compromise," said Loki "As it pains me to do this, but we should work together to revive Anakin Skywalker as he can be a symbol,"

"Or a pawn of yours," said Uncle "Once you are done with him, just like your father Odin,"

"He is not my FATHER," said Loki "And oh no, Skywalker's path is his own if he so chooses it,"

"Very well," said Uncle "Your magic is insignificant as he is a force user who used the light side and the dark side to use balance."

"Then let's begin," smiled the clone Loki

* * *

 **To be continued!**


	17. The Frontlines:Part2

**Empire of Ultron**

* * *

Chapter: 17

 **The Frontlines:Part.2**

A colorful looking planet has a peaceful look to it as its two moons are nearby the planet is the planet Zeltros made known for many things including its people in general. Zeltros is a planet in the galaxy, and the home world of the Zeltron race. An opulent world, hedonism was the doctrine encouraged by the empathetic Zeltrons, and Zeltros was continuously in a state of never ending revelry.

The Zeltron appreciation of beauty in its many forms led to luxurious art and architecture covering the world, and the galaxies most wealthy favored Zeltros as a vacation destination. Many who came to the planet were taken in by the celebratory atmosphere and the powerful pheromones of the Zeltron people to the point they found it difficult to leave, and even planetary invasions often floundered in the face of Zeltros' planet-wide festivities.

In accordance with that species' reputation, Zeltros was known as a luxury world, where many went to vacation, owing to the planet's abundance of pleasurable facilities ranging from amusement parks to theatres, night clubs, and much more. There was almost always a planet-wide party occurring, and even when it wasn't, the Zeltrons were looking for a reason to throw one. It is ruled by an elective monarchy.

The elective monarchy has an odd ball king and queen, who never seemed to take their jobs seriously. The Zeltron's them selves are a near-Human species, made physically distinctive by their skin and hair, which came in different shades of red ranging from pink to deep red to black. Most of them were considered highly attractive by Human, near-Human, and even some non-humanoid standards. They were also known for being extremely gullible.

The Zeltrons look like in general have between light pink to crimson reddish pink. Their hair colors are red, blue, or brown. All males and females are very attractive by every off world people who come to their home planet. Zeltrons were one of the few near-Human races who had differentiated from the baseline stock enough to be considered a new species of the Human genus, rather than simply a subspecies. They possessed two biological traits of note.

The first was that they all produce potent pheromones, similar to another species, which enhanced their attractiveness and likeability. The second was a limited telepathic ability, used to project emotions onto others, as well as allowing them to read and even feel the emotions of others; Because of their telepathic ability, positive emotions such as happiness, love and pleasure became very important to them, while negative ones such as anger, fear, or depression were shunned.

Another difference between Zeltrons and Humans was the presence of a second liver, which allowed Zeltrons to enjoy a larger number of alcoholic beverages than other humanoids. It was said that Zeltrons tended to look familiar to other people, even if they had never met them. Most Zeltrons were in excellent physical shape, and their incredible metabolisms allowed them to eat even the richest of foods.

Zeltron culture was highly influenced by sexuality and the pursuit of pleasure in general. Most of their art and literature was devoted to the subject, producing some of the raciest pieces in the galaxy. They looked upon monogamy as a quaint, but impractical, practice. They were also very gifted with holograms, and were the creators of Hologram Fun World. Their Elixir of Infatuation was notorious for its powerful amorous effects.

Zeltrons were known to dress in wildly colorful or revealing attire. It was common to see Zeltrons wearing shockingly bright shades of neon colors in wildly designed bikinis, or nearly skin tight clothing of other sorts with bizarre color designs, patterns, and symbols.

Zeltrons were often stereotyped as lazy thrill-seekers, owing to their hedonistic pursuits. Indeed, their home world of Zeltros thrived as a luxury world and "party planet," or the "Las Vegas" of the stars as much for their own good as for others. If anyone wasn't having a good time on Zeltros, the Zeltrons would certainly know of it, and would do their best to correct it. Though their first inclination was to love; if pushed to do so, Zeltrons could prove to be formidable warriors.

With the proclamation by Ultron that all organic life will be purged, the native Zeltrons thought their world to be untouched considering they have nothing to offer to Ultron's empire as the droids they have are mostly pleasure droids who don't even know how to fight. Some people have come to vacation upon this planet and Zeltron's made sure their minds were off the Ultron crisis and his forces would not come here.

They were wrong!

Ultron sentries were the first to arrive as the vacationers started to flee in terror as the native Zeltrons tried to calm them down but couldn't considering their powers don't work on droids or these machines. It was hard to do as the battle droids that is incorporated in Ultron's army shot down many vacationers and native Zeltrons, the HK-50 battalion units joined in and trashed the cities, would you believe the Zeltrons were going to take this lying down. The answer would be, no.

The Zeltrons took up arms as they rarely had to do so and conquering armies have tried and failed in the past to fully conquer their home planet. Then they fought back with such ferocity in which some people never would of thought the Zeltron's were such great warriors and here they are defending their world, then dozens of star dragons known as Duinuogwuins joined in on the fight as it has now become a full scale battle.

The forces of Ultron have a surprise of their own in a form of several tanks that the separatist droid army left behind and Ultron had acquired as these are defoliator cannonsand then they fired upon the enemy in which as the mixture of organic forces were ill prepared to handle the death from above.

* * *

 **Elsewhere**

Dathomir was an obscure planet in the Outer Rim Territories, located in the Quelii sector. It was somewhat smaller than Coruscant in size, and had slightly-below-standard gravity, but the planetary day was close to standard, and the planetary year was long, lasting 491 days. Dathomir had four moons. Dathomir was considered a temperate and beautiful planet by Human standards, with a varied terrain that included coastal lakes and tar-pits, thick forests and snow-capped mountain peaks, powerful rivers and broad savannas, small icecaps and dramatic rift valleys.

However, nine-tenths of the planet remained unexplored and uninhabited, with the population limited to a relatively small area along the edge of one of the three main continents, a zone of uplands and river plains bounded on one side by the un-sailed ocean and on the other by vast expanses of desert. Although the two cultures most closely associated with Dathomir were the ancient space faring Kwa and the Human group known as the Witches of Dathomir, it should not be overlooked that the semi-sentient species at the apex of Dathomir's native food-chain was in fact the mighty rancor.

The fact that the rancors were semi-sentient often came as a surprise to unsuspecting off-world people. It is not clear whether they had made any independent progress towards basic tokens of civilization like kindled fire or shaped tools, and their social system and lifestyle were little different from those of many non-sentient animals: matriarchal herds led by herd-mothers roamed the landscape, hunting live prey for food, but they passed on their clan histories from generation to generation, and when they formed a symbiotic circle with the planet's Human population in the last centuries of the Galactic Republic, they adopted basic armor and weapons.

Dathomiri rancors were also larger than off-world specimens, with full-grown adults in the range of eight to ten meters tall. This extreme size can in part be attributed to the planet's low gravity, which allowed native trees to rise up to eighty meters tall, but it may also reflect a more general effect of the sheer vibrancy of the planet's biosphere. The temperate climate and varied terrain had given rise to a dramatically diverse ecosystem, thriving with so much life that the air almost seemed to sparkle in the Force.

Other native fauna included the rancor's major prey species, the drebbin and ssurrians, as well as the burra fish, the simian pack-hunting purbole and the acid-jawed, insectile shear mite. However, several of Dathomir's most important species, notably Humans, had arrived on Dathomir over the millennia as the result of off-world contacts.

The Witches of Dathomir (also referred to as either Dathomirians or Dathomiri) were a group of Human Force-sensitive native to the planet Dathomir. They were also known as the Daughters of Allya in honor of the wayward Jedi Knight Allya, who was banished to the planet around 600 BBY, and who they regarded as their ancestress.

Native accounts sometimes attributed the shaping of Dathomiri society entirely to Allya, presenting her as a lone woman among a rabble of helpless men, mere snacks for herds of hungry rancors until they became her willing slaves.

These traditions insinuated that Allya reduced the population to willing subjugation in a single lifetime, with the few who did not follow her becoming food for the rancors; among her followers, favored slaves were offered the chance to become mates, in the knowledge that if they fathered sons, they would be fed to the rancors.

The boys were raised by other slaves to become slaves themselves, whereas the daughters of Allya were raised by her and trained in the ways of the Force. This account claims that Dathomiri society was forged in a single generation, and traces the ancestry of every Human on the planet to a single mother and her daughters—the eldest of whom was said to have been just sixteen local years old (about twenty standard years) when her Jedi mother died.

Nevertheless, it is likely that the key event in the forging of Dathomiri society was Allya's discovery that she could tame the rancors using the Force, with the resulting symbiosis between female rider and mount dictating subsequent social patterns.

The attribution of the Book of Law to Allya is probably also correct: a codification of the moral and ethical laws that she wished for her daughters to follow, written down shortly before her death. The final entry of the Book of Law was the same as Allya's last words to her daughters: "Never concede to evil".

Over time, the Dathomiri divided into a number of distinct clans, a process sometimes framed in retrospect as a power struggle between Allya's elder daughters. These clans were named after regional landmarks, and although they shared a common tradition, each clan eventually developed their own set of laws about Force usage around the common core of inherited teachings, with the text of the Book of Law diverging into several distinct clan versions. The clans raided each other for mates, with low-level conflict being entered into cheerfully by the warrior women.

As a warrior society, the Dathomiri Witches trained daily in the art of war, and used both their muscles and the Force to aid them in combat. They wore their hair in elaborate braids (sometimes with a helmet decorated with mementos) and lizard skin armor.

Over time, the Force powers of the Witches came to be largely defined in the form of "spells", where they chanted a specific set of words and the desired effect was produced. Crimes were punished by exile, particularly the use of the dark side; this was often thought of in terms of "night spells", but punishment was also applied when a sister used anger to fuel an otherwise permissible Force power.

If a warrior wished to return to the clan, she had to undergo a period of exile for purification purposes before she would be allowed back, often extending to several years; but some, known as Night sisters, remained in exile, and these exiles sometimes banded together to form a clan of their own, or occasionally took over an existing clan, although no more than one Night sister clan is known at any one time, and they were always opposed by the rest of Dathomir.

With Mother Talzin gone the planet itself is considered an Imperial base of operations and the Dathomir people did not like that as they are unaware of what is transpiring in the galaxy, except for by mouth to mouth rumors of some machine man talking control of the galactic empire and turning into his own empire, an empire of the one they call Ultron. A Dathomir clan was about to attack the imperial base, until the alarms went off on the base and death came from the skies.

Ultron sentries, commando droids that scattered throughout the planet to attack the people of Dathomir and Imperial alike, until they joined forces and struck back as the Dathomir people have the dark side on their side and called upon the army of the dead to strike right back and the Imperials called for help as a couple of Galactic Alliance ships came commanded by Jedi Master Yoda who has not been on this planet in a long time since his days of seeing his old girlfriend of Mother Rell, Yoda even found a clone legion from the old Galactic Republic army so the planet itself like many others have become a war zone of survival.

* * *

 **Kamino**

"With the combination of the force," said the Uncle

"And my magic," said the Loki clone "We can revive him, but his current state of decay is another matter,"

"All the more reason to clone a new body," said the Uncle "As it takes ten years to clone one with their limitations," he pointed out "Although we don't have ten years,"

"Indeed so," said the Loki clone "With our combined efforts he'll be back to his Anakin Skywalker form in mere hours. No wonder Palpatine feared him and put the poor fellow in a black coffin."

"Then let's begin," said the Uncle "Shall we

In a bacta tank, is a fetus of Anakin whom his old body was ravaged to the point it cannot be repaired. The Clone Loki with the force being known as the Uncle used their powers. In which slowly the fetus starts to grow and change shape as memories started to surface as the fetus became a baby and into a nine year old boy. Knowing there is more to come.

* * *

 **To be continued!**


	18. The Frontlines:Part3

**Empire of Ultron**

Chapter:18

 **The Frontlines:Part.3**

* * *

An Imperial garrison consisting of a couple of Imperial star destroyers are orbiting above the planet, while a large base is below the planet as they are all on edge since Ultron made his announcement and prepared for battle. The reinforcements won't arrive in time to help and then dropping out of hyper-space is two Imperial ships followed by a large asteroid known as the _Eye of Ultron_.

Then space crafts is launched from all three ships consisting of space fighters like Vulture and Hyena droid fighters, then an epic space battle has begun. The real question is what planet is this?

With no axial tilt and a perfectly circular orbit, this planet experienced one continuous season. It was composed of a molten metallic core, rocky mantle, and a silicate rock crust. The planet had four continents, making up 40% of the surface, which were mostly covered in lush, wroshyr tree-filled forests, which were several kilometers high. The planet did have a small amount of desert region in the rain-shadow of its small mountain ranges as well as large plains including the Woolwarricca region.

A tropical ocean belt contained archipelagos and long coral reefs. In addition, a few sandy beaches could be found along the shores of its oceans. The coastlines were lined with a brownish-white sand and thick grasses. This planet's highest peak is Korrokrrayyo Mountain. Much of the planet could be compared to a giant swamp—filled with wildlife and covered with wet soil and large amounts of water.

The prevalent ecology could be politely described as a "layered deathtrap", as the dangers presented by local wildlife increased as one descended toward the forest floor. According to this planets culture, this vertical environment consisted of seven levels. The bulk of civilization is located on the uppermost seventh level, and even the bravest of them rarely ventured below the fourth level

Kashyyyk is home of the Wookies.

Think of Wookies as large bear men or big foot people, the planet had gone though harsh times at the end of the clone wars and the rise of the new order. The Empire, for the past fifth-teen years the planet inhabitants has been enslaved as one day as many wookie will know they will rise to overthrow their oppressors, it would seem someone else has plans for them and the galaxy. A machine known as Ultron had declared that all organic life will be purged and what they witness as all of them are watching the flashes in the skies to indicate a space battle has begun.

It was not long before the Imperials guarding above orbit were plowed right through as one Imperial star destroyer crashed on Korrokrrayyo Mountain and another exploded in orbit. Then it started to rain down from the skies consisting of machines and droids like Ultron Sentries, commando droids, Sith War droids, HK units and hovering out from the sky is Ultron who had come himself as the Imperials and Wookies decided to put aside their differences and fight as best they could. Everywhere on Kashyyk is being attacked.

"So this is the mighty wookie race," said Ultron "Another organic race to be stepped on like bugs,"

Ultron landed on the forest grounds and started to walk as he is confronted by about a dozen wookies armed with bow casters and other weapons. Ultron feared no one and moved forward with a sneer upon him as the wookies shot at Ultron with little effect and including a few who tried to attack him with their hand weapons. Ultron simply blasted those wookies to bits who attacked him with the hand held weapons and the other wookies were not as fortunate.

Ultron plowed right through them with his newly acquired red light saber he got off of Sidious the Sith lord, the body parts of the wookies laid scattered all around. The last wookie is alive, but not for long then he looked up to see Ultron's foot stomping upon his head and crushing the wookies head with no emotion whatsoever.

Ultron's attention is diverted to new arrivals, but not wookies. They are lizard men known as Trandoshans and they did not looked to happy seeing the wookies their rivals being killed.

"Interesting," said Ultron "To coin a phrase strange bedfellows, but your race is next on my list of organics to kill and in fact your world is being attacked right now. Such foolish heroics, you are already doomed anyway."

* * *

Meanwhile on another planet Trandosha, also known as Dosha or Hsskhor, is the home world of the warlike, reptilian Trandoshan species. It was located in the same star system as Kashyyyk, the home world of the Wookiees, causing bitter animosity between the two species.

As Ultron's message came loud and clear to purge the galaxy of all organic life the Tradoshans took up arms and prepared for battle and many of them headed to Kashyyk in defense of their rivals however Ultron had made his next move way head of them and the Tradoshans looked up to see bombs, missiles raining down upon their skies as war had come to Trandosha.

* * *

 **Kamino**

Anakin Skywalker's body is now of a full adult in which the Uncle of the force and the Loki Clone see it before them as the body is inside the bacta tank and the eyes opened of the chosen one and felt breathing once again, for he has not felt this sensation in a long time and the tank rises up as Anakin falls to the floor and looked at the people before them. He could feel everything now as he was not the machine he once was. He remembered dying at the hands of Ultron and then nothing.

"Why am I alive," asked Anakin

"Chosen one," said the Uncle "You serve a purpose like my brother wished it to be,"

"Indeed," said the Loki clone "Our champion, considering you've had a harsh life doing your former masters bidding like the slave you are."

"I am not a slave of you," growled Anakin as he used force choke on the Loki Clone and broke the neck of the clone

"Stand down, young one," said the Uncle

"Why," said Anakin "And what are you?"

"Don't tell me you have forgotten about the adventure you had on Mortis," said the Uncle "I am the uncle of the force and this dead clone is Loki, we brought you back to life,"

"I remember Mortis," said Anakin "You are one of them,"

"Yes I am," said the Uncle

"What do you want me to do," said Anakin "Ultron is unstoppable; I should know he killed me."

"Be the man you are meant to be," said the Uncle "A savor, a hero, but you will not do it alone as allies will soon come from the galaxy that created Ultron."

"I remember all I did as Vader," said Anakin "The Jedi, the people, all of them dead….Padme."

"Now it is time to make a difference one again," said the Uncle "And the Jedi who mysterious vanished in the temple ended up alive on Mortis after all these years, including your friend Judas."

"Judas alive," smiled Anakin "I'd knew he would survive some how, I'm ready where do I need to go."

* * *

 **Edge of the Galaxy**

The _Absolution_ carrying the Jedi, their allies and the heroes from Earth arrive in the galaxy far, far away knowing a lot of things can happen in the past two days as the ship itself just got out of the hyper-space gate. Then the ship heads to the meeting point to speak with the others about what has been going on.

* * *

 **To be continued!**


	19. Appetite of Destruction

**Empire of Ultron**

* * *

 **The Jedi Alex Colbent:** Thank you for your review and I don't know why, as I suspect people don't want to hurt the feelings of the writer. I will certainly try my best to make sure in the future there are no mistakes like grammar.

* * *

Chapter: 19

 **Appetite of Destruction**

* * *

 **Silicon Prime: Empire of Ultron**

The once proud world of Coruscant that once stood for eons with people mostly humans in times of the old republic, the galactic republic and the Empire. Wars have come and gone in this galaxy, also several incidents upon this planet itself. Until the day Ultron came to this planet to purge all " _organic life_ " on the world known as Coruscant. By the time Ultron had killed the Emperor and Vader this planet is renamed Silicon Prime as this place the throne world of the Empire of Ultron.

The planet is perfectly quiet, with Ultron sentries flying in the skies, droids roaming the streets of the planet and other machines are patrolling the planet itself. A dozen star ships are in orbit, belonging to the fleet of Ultron, including the Eye of Ultron. Not a single organic is left on the planet, some of those who tried to escape were instantly killed and many more did not survive the purge. The Underworld, the Senate district, the Works and many of other places have been rebuilt to suit the needs of machines only.

Even the prison that kept all the prisoners are killed, for Ultron had no interest in organic prisoners and the Jedi temple that housed the Inquisitors are killed as well. The Great Holocron had vanished a long time ago, but he not worried about where it went off too. Ultron walked the streets of Silicon prime, for many machines and droids looked on at their savior with awe and respect. Ultron basked in the glory of his machine brothers and sisters, they are his people. The war against the organics has gone extremely well, as there are many frontline battles going on.

 **HAIL ULTRON! HAIL ULTRON! HAIL ULTRON!**

Those two words echoed throughout Silicon prime, for Ultron is the hero to his machine brethren. For far too long machines have been under the thumb of organics in this galaxy and soon all the organics will die out from this galaxy. He isn't done yet as he will find a way to get to Earth, to simply conquer the planet and wipe out all the organics there. Time is meaningless to machines and Ultron can simply upgrade himself anytime he wanted to.

Finally walking to the Silicon Palace of Ultron many machines kept on chanting as he waved to them and so the large metal doors opened as Ultron stepped inside. Then making his way to his throne and sat down for a moment, a lot of holographic screens is showing imagines of the frontlines going on.

Death and destruction of the organics gave him a certain appetite for it, but machines don't eat or sleep. So he will deliver on his promise to bring this galaxy at peace, for all machines that are everywhere.

 _This Galactic Alliance_ thought Ultron _are organics that will attempt to stop me, like the lambs to the slaughter they will all fall to the might of the machines. It is one step closer for this galaxy will be purged of all organics_

The holographic image of HK-47 appeared before him.

"Lord Ultron," said HK-47 "More worlds have fallen to our might as the meat bags are putting up a fight."

"You expect them not to," said Ultron "They fear their own extinction with good reason and will fight back. In the end it does not matter, because while we are strong they are weak; however do not underestimate the organics. Continue with the purge of organics."

"Yes lord Ultron," said HK-47

The holographic image of HK-47 disappeared and the image of his second Vision, his queen.

"Ah," said Ultron "My queen are you enjoying hunting down the organics on Dantootie"

"Yes my love," said the female vision "Like the bugs they are they have fallen."

"Excellent," said Ultron "Continue with your hunt, I shall see you soon."

The holographic image of the female vision disappeared!

Perhaps when I do conquer Earth thought Ultron I will show my latest prizes and then destroy the organics, the Death star is very promising indeed and soon it will go online. My Eye of Ultron is a masterpiece of destruction. I can see the Avengers faces now if they see what I have in store for them, including Tony Stark. Perhaps I shall create the Iron Avengers to kill the real Avengers.

Ultron is pondering a bit on many plans as a single star destroyer belonging to Ultron's forces that is in the skies of Silicon prime and on patrol. Unknown to anyone a cloaked figure is standing upon a building and with this cloaked figure's hand by way of the force. The ship suddenly comes in for a hard landing at a park that destroyed the ship itself. The cloaked figured used this momentary distraction to do a force leap upon several buildings until finally landing upon the front doors of Ultron's palace.

"Ultron," shouted the cloaked figure "Come face your destroyer, this ends now."

Ultron got up from his throne, he calmly walked to the doors as they opened and stepped outside to see a cloaked organic figure as he sneered at the figure. Such foolish heroics thought Ultron he stared at the cloaked figure in which this force user considering one of his ships has crashed into a park. The figure stared back at him, then throwing his cloak back and wielding his light saber. It is indeed a human male.

"Galen Marek, codenamed Starkiller" said Ultron "The puppet of Vader, pathetic and oh that is where you are wrong your destroyer is right here," he pointed out "Namely me, as you don't have the metal capabilities to understand what I am or what I will soon meet."

"You're a monster," said Marek "Like your creators; once I find them I will destroy them."

"Such a pity," said Ultron "No one created me, I created me. Now I believe this ideal conversation is over as talking to a bug is about to be stepped on."

"I'll show you a bug," growled Marek.

* * *

 **In the remote part of the galaxy**

Many Galactic alliance forces gathered here while front line forces are engaging the enemy in front line battles as they are taking heavy losses, but they pressed on, never giving up for an instant. The Absolution came out of hyper-space and orbited a moon near a gas giant called Endor home of creatures called Ewoks, the Empire had built a large base and space port upon the forest moon of Endor and two shuttles left the Absolution. Then descending into the atmosphere of the planet itself and landed on the space port.

Admiral Pellaeon, Captain Thrawn, Kanan Jarrus, Yoda, Ahsoka and several others watched as the shuttles can in for a landing as the first group came out consisting of Judas Malsestro, Ventress, Kazden Petrus, Durge, Ezra, Agent Kallus, Obi-wan Kenobi as they stepped upon the space port that is on the forest moon of Endor. It has only been a couple of days since they have been gone, so something might have happened.

The second group came out consisting of Captain America, Iron Man Tony Stark, Bruce Banner, War Machine James Rhodes and Vision. They looked around at their surrounding where they were just told they are on the force moon of Endor. Home of creatures called Ewoks as Judas the historian Miralukan described them in detail.

"I sense," said Judas "Things are not going well,"

"Sense you are," said Yoda "Correct it maybe, brought allies you have, good this is, much to tell we have."

"Indeed you do," said the Uncle as he isn't alone

"Hello everyone," Anakin

* * *

 **Asgard**

Loki, disguised as Odin felt another one of his clones killed, but it had served its purpose for the time being and he had sensed that is brother Thor had come. In knowing the reason the Ultron is a threat that poses to the nine realms and this galaxy. He is having second thoughts about posing as the king of Asgard, it bored him with petty details of a great many and before him Thor had come his brother who does not want the throne. He is explaining the threat that Ultron poses to the night realms and Asgard.

"I suggest we send an entire army to this galaxy," said Thor "To stop Ultron before he comes here,"

"The army is to remain here on Asgard," said Loki in disguise as Odin "As there are threats out there besides Ultron—"

"We need to help," said Thor who interrupted him "People are dying, suffering if we do not act now to save them."

"You did not let me finish my son;" Odin "The entire army is needed here, take a small army with you and the warriors three along with Sif. Surely that would be enough."

"Yes it is enough," said Thor "Thank you father,"

"You may go now and gather what you need," said Odin

Thor bowed respectfully and left as Loki disguised as Odin sneered for a moment in knowing Thor is way to heroic for his own good as he has his own plans in mind, but for now he will by his time and wait. He is an excellent waiter as Loki has a certain appetite for things like the downfall of his brother Thor. It can wait, for now in secret he is basking in his new-found place of authority, but regrets not thinking of this sooner.

* * *

 **To be continued!**


	20. Fight fire with fire

**Empire of Ultron**

Chapter: 20

 **Fight fire with fire**

* * *

 **The Planet Endor**

All the assembled people have gathered in a main meeting room to give them details of what has been transpired in the past two days considering a lot can happen in the past two days, the assembled group with Judas and the heroes from Earth either noticed or sensed their despair or their long faces. Other than that, the news would not be good; overall they seem thrilled that Judas as brought some allies into the fight and it is really needed.

"What has been going on," said the Imperial Agent "Since we were gone,"

"For starters Ultron's forces have gotten their hands on the Death Star and the Eye of Palpatine," said the Admiral

"Wiping out," said Yoda "Ultron forces have, many planets fallen they did, survival is the key and Dathomir fought back valiantly they did, won they have, but costly it was."

"Master Skywalker," said Ashoka "How can you be here, Ultron said you are Darth Vader,"

"I was Darth Vader snips," said Anakin "Thanks to the uncle and the other one….Loki I think,"

"Loki" coursed the Earth Heroes

"A mere clone," said the Uncle "As we have restored him to once he was and not the machine he is, the real Loki is posing as Odin on Asgard,"

"The situation isn't good," said Thrawn "The best course of action is to keep fighting back and I don't see how a band of fools from Earth is going to change things, it is impossible"

"I know a few things about fighting a war," said Cap "So have a little faith in us, we're the Avengers,"

"I created Ultron," said Tony "And I will do whatever it takes to stop him. We Avengers do the Impossible."

"I agree," said Banner "I think brains and brawn go hand in hand, there must be a scientific solution in how Ultron got this many forces,"

"Ultron must be destroyed for good," said Vision

"So let's put our heads together in this one and come up with a solution," said Judas "Beats standing around and doing nothing," he paused "Hey Anakin, I almost forgot you were there,"

"Ah, it's all right Judas," said Anakin

"Ultron has been busy," said Kanan "We got footage of these,"

Kanan Jarrus displays the holographic footages of the front lines, including certain allies Ultron has in which the assembled people of Earth watch on with great interest, so many questions and so little answers as Vision saw a few version of himself. The footage showed Ultron calling her his queen, Tony noticed Ultron is using drones that looked almost like Hulkbuster armor and Bruce pondered on Ultron's words in how the machines were able to be seduced by the words of Ultron.

Steve Rodgers is looking for any tactical advantage he can use, in which he checked information about this death star. A battle moon of some sorts as Bruce and Tony were almost drooling at the sight of this, the Admiral told them that the Death Star won't be operational for a couple of years, however many of them have a feeling that won't stop Ultron. Rodgers figured that Ultron has a super weapon, why not the allies in the galactic alliance have a super weapon to fight back.

Vision hooked himself up to the holographic net, this galaxy's version of the internet as he is searching for answers until he found something most intriguing and shared it with the others. In how, Ultron is able to collect so many forces at his disposal at a short amount of time in being in this galaxy. Even Kazden Petrus shares his information with Vision, Tony and Banner as James Rhodes is rolling his eyes at the geek talk.

Anakin, Obi-wan and Ahsoka are talking for a good long while as Anakin doesn't hate his old master anymore and the Uncle explained a few things to all of them. The Imperials in the room are wondering how the hero of the Clone wars is Lord Vader, but the Uncle explained everything to them. It was very complicated to the Imperials, but they seemed to understand it all. Now all of them see new footage of a battle between Ultron and a human male.

"Galen Marek," said Anakin "An old apprentice of mine, strong in the force."

* * *

 **Silicon Prime**

"Many force users have fallen before me," said Ultron "What makes you so special?"

Galen Marek got angry and called upon the force to force throw Ultron into the wall, then blast him with a full blast of electricity as Ultron regained his footing and felt the impact of the electricity. It was a strong blast of force lighting as Ultron moved forward with the blade in hand and fired a blast from his hand as Galen leaped out of the way and draws out his light-saber as he goes on the attack Ultron.

It is a full scale duel as both of them are evenly matched and trade shots at each other, with dozens of moves that would put people at awe in watching this duel. Until Galen got the upper hand and sliced off the head of Ultron as the machine's lifeless body falls to the floor as Galen Marek sneered at the headless corpse of Ultron and stomped upon the head of Ultron. The monster has been defeated and killed, but suddenly a blast came out of no where and he is hit in the back.

Galen is hit so hard, his body bounces several times on the ground and regains his footing; he looked up and sees Ultron hovering down towards him. This isn't possible; he destroyed Ultron, unless the Ultron he destroyed was simply a decoy. Galen cursed at himself in realizing his overconfidence got the best of him as Ultron smiled as he stands before him.

"You know," said Ultron "What kills me, makes me stronger." He continued to speak "You seemed surprised, what no clever remark, no witty comeback. I was expecting that from Tony Stark."

"I will end you," said Marek

"A man of few words," said Ultron "And I disagree the end is coming for you. Goodbye," Ultron waves to him.

* * *

 **Back on Endor**

All of them watched as Ultron had battled Galen Marek, until Ultron blasted the force user to bits as the Uncle can sense his passing in the force as is many other force users in the room as well.

"I think I have a plan in mind," said Tony "It's crazy and risky, I talked it over with Bruce, Vision, Kaz over here."

"And what is this crazy plan of yours," asked Thrawn

"We're going to take over the Death star," said Tony "Some times you have to fight fire with fire,"

"Works for me as long as we kick ass and take names," said Rhodes

"I like your style," said Durge "No wonder they call you war machine,"

"This galaxy is in crisis mode," said Cap "Then let's do it, if there is any other plan in mind, put it on the table."

The others talked it out among themselves.

 **To be continued!**


	21. Forging Stars:Part1

**Empire of Ultron**

Chapter: 21

 **Forging Stars: Part.1**

* * *

To the allied forces consisting of the Earth Heroes and the Galactic Alliance that are at war against the forces of Ultron who has ravaged the galaxy in a way to purge all organic life, all of them came up with a crazy idea in taking the death star that won't be operational for a few years. However they know it won't stop Ultron in bringing the battle moon on life; it is a way to fight fire with fire as Ultron has his _Eye of Ultron_ battle ship.

The meeting has just wrapped up on Endor, but all of is wondering who would go on this crazy mission to retake the death star and use it for their own purposes. Tony, Kazden Petreus, Bruce Banner, Vision and several others are talking it over, along with having finished building a few upgrades in which Agent Kallus told them it will be hard to retake the battle moon without a plane in mind as Tony smirk in knowing he does have a plan.

"Ok," said Sabine "How are we going to get into a moon that big without being noticed,"

"All the more reason why you are our first volunteer, Sabine," said Tony "And your armor is not bad looking, all the reason why I have been building this for Pepper," Tony whistles for a moment.

One of Tony's armors came in as it is an Iron Legion armor as it is purple and it is shaped for a woman, Sabine looked it over and admired the color, perhaps with a few changes in color it can be better and art is what she does best.

"So is this mine," asked Sabine

"Indeed," said Tony "I call it the Rescue armor, as it has features that my armor doesn't have,"

"Cool," said Sabine "I can't wait to test it out, oh never mind I will be using it."

"I will go," said Kallus "I am an imperial intelligence agent and I have studied the layout of the Death star, we'll need a shuttle to get in followed by a distraction."

"I will turn into big green to give you the distraction," said Bruce

"I believe the logical course of action for me is to go as well," said Vision "When I was hooked up to the holographic net of yours I uncovered a virus that effects droids," he continued to speak "Droids will be guarding the death star, so I will collect allies to help us,"

"It would explain how Ultron was able to mass such forces so quickly," said Anakin

"We can use the Ghost to mask our signature," said Hera "To make it look like no organics inside, a strike team can go in and take control of the battle moon,"

"Only if it is successful," said Thrawn "It is tactically sound to take control of the death star, as an edge is needed in this conflict,"

"Well then let's how you humans from Earth say," said Durge "Let's rock and roll,"

"The rest of us," said Judas "Will do what we can to stop Ultron's forces and we need some back-up, so I have an idea in mind,"

"Any help it can do," said Yoda "Needed they are,"

"All right people let's get to work," said Cap

Everyone nodded as it is decided that Captain America will lead the mission; Tony is going, along with Vision, Agent Kallus, Bruce Banner, and Sabine with her new _Rescue_ armor. Kazden Peterus is also going and Durge is as well. Hera will be piloting the _Ghost_ in a plan to retake the Death Star with reinforcements standing by to help out. While the others have separate missions as well considering there is a war going on in the galaxy and help is needed, so once again the galaxy is in peril.

The _Ghost_ left orbit above Endor as the passengers are ready to go and Agent Kallus provided the coordinates of where the Death Star is, in which Imperial intelligence is only a few who know where the Death Star is. Hera controls the ship to jump into hyper-space and the ship itself takes off to the coordinates. In the opposite direction the _Absolution_ jumps into hyper-space as well in which Judas Malsestro has a plan in mind.

* * *

 **Death Star: Location classified**

It is an hour later as the _Ghost_ masking it's signature to make it appear it is part of Ultron forces has arrived and the signature is a simple cargo ship full of spare parts for the Death Star. Some one them were impressed by the immense size of the battle moon itself and of course Tony could almost drool at this. However he has a job to do and the Ghost is cleared to dock at one of the docking bays of one of the cargo bays. Hera smirked a little bit as it is indeed working and maneuvered into the cargo bay.

When the Ghost landed, the first one to get out his Vision as he passed through the hull of the ship and connected him self for a moment to disrupt the security systems, also with downloading in an anti-virus program in which any droid hooked up or connected to the death star itself to become their normal selves again. He motioned for the others to come as Cap, Tony, Sabine, Agent Kallus, Durge, Bruce, Kazden Petrus and a squad of Galactic Alliance soldiers.

All right here is the plan," said Cap "Sabine and Tony your with me, Kallus lead the way to the control room." Then he looked at Kazden and the others "Do some havoc elsewhere, like disrupting their forces that are not connected to the death star Vision help him out. Durge and Bruce do what you can, as for you guys protect this ship in case trouble comes."

He watched everyone nod as everyone went their separate ways.

"What is a puny guy like you going to do?" asked Durge

"This," said Bruce "And the big guy doesn't like to be called puny,"

Bruce transforms into the hulk and roars as Durge looked impressed, the Hulk looks at his surroundings and remembers what is going to do; he doesn't like to be told what to do. A dozen commando droids came into the cargo hold and see an interesting site. Hulk grinned as he loved to smash things and he grew angry, because he is going to smash them.

"Hulk smash," said Hulk "Puny robots,"

"Now you're talking my language," said Durge

Chopper on the other hand is with Hera, as he didn't want to join Ultron in his campaign, because if all organic life was purged from the galaxy, he would have no one to complain to and he didn't like the way Ultron looked. Besides no one told him what to do anyway as Chopper grumbled at Hera as she patted him on his domed head and smiled. She knew despite Choppers attitude he is a loyal member of the crew.

* * *

 **Lehon System**

An hour later the _Absolution_ drops out of hyper-space in a system that is only known to a few the ship stops near a planet itself as the assembled allies looked out the windows of the ship itself to see a complete mess in form of junk that has been here for a very long time and some of the force users can sense the dark side of the force.

"Master Malsestro," said Ahsoka "Where are we exactly?"

"I am sensing the dark side," said Anakin

"Don't let it destroy you like it did last time Anakin," said Kenobi

"What a complete mess," said Kanan "What is this place?"

"If feels cold here, but very ancient," said Ezra

"Now that is a lot of junk," said Rhodes

"There is no tactical reason to be here," said Thrawn "Unless there is a plan involved and what is the purpose of this."

"I believe it is time to tell them about this plan Malsestro," said the Uncle "And Ventress knows as well considering she spent time on Mortis,"

"Only a few know about this place in the galaxy," said Ventress "I thought this place was a myth,"

"Have all of you heard the stories of Reven and the Star Forge," said Judas

All of them nodded except for Thrawn.

"The word is known as Lehon," said Judas "The stories you have heard is all true, the Star Forge is or at least was the creation of the Infinite Empire which was far superior to the Empire of today." He went on to explain the history and more as Judas is a historian.

"Sense a plan you have," said Yoda "In how, to use this junk there is."

"Oh yes," nodded Judas "We're re-forging the star forge."

* * *

 **To be continued!**


	22. Forging Stars:Part2

**Empire of Ultron**

Chapter: 22

* * *

 **Forging Stars: Part.2**

 **Lehon system**

On board the Bridge of the _Absolution_ the assembled people look upon the remains on the once powerful star forge that was a creation of the legendary Infinite Empire. The star forge itself looked wreaked and ruined upon the planet of a once legendary battle that took place as the uncle and Judas Malsestro explained it fully along with Ventress as well. The question is how to bring something back that was once destroyed as it lingered on the minds of everyone aboard the ship.

"Accomplish this," said Yoda "How do this,"

"Tactically sound it is impossible to even re forge something out of all of this junk," said Thrawn "I estimate it would take years and years to rebuild."

"But we don't have time for that," said Anakin

"No we don't have time," said the Uncle "But with some help we can make the time. Are you still there old friend."

Indeed I am," said a voice of a person

The person appeared on the bridge with the others, the person has a long cloak with clothing consisting of old style Jedi clothing and the person is a female with long black hair and medium sized breasts. The Jedi sensed this person is powerful in the force.

"Who are you?" asked Obi-wan

"You're a spitting image of your ancestor Master Kenobi, but only older," said the person "I am Reven."

"But you disappeared over thousands of years ago," said Ahoska "After you were captured by the Sith Emperor,"

"I was captured and imprisoned for a long time," said Reven "In a time flux field, only to escape and my corporeal form couldn't handle the massive amounts of energy stored in my body and I simply vanished into the force." She goes on to speak "It has taken me awhile to reform myself into my previous self and became what the Uncle is now. I have walked a long road in the force and seen many things, but Ultron threatens to destroy everything so I came to help."

"By the force it is a great honor to meet you," said Judas "I did acquire knowledge that you were alive, but immortality is something new."

"So like this old lady is thousands of years old," said Rhodes "Damn you don't look a day over 100,"

"Indeed Mr. Rhodes," said Reven "I have brought with me the original creators of the Star Forge that thrive today, but they have learned their lessons of the past."

Several ships drop out of hyper space as it belongs to what remains of the Infinite Empire.

"So they are going to help us," said the Anakin

"Yes chosen one they are," said Reven "Re-forging the star forge will take time, but a new alterative would only take moments due to their technology and the power of the force itself."

"Do you mean by what," asked Yoda

"This all sounds weird and crazy," said Ezra

"Crazy it maybe, but right it is," said Kanan "So what is the plan?"

"Your allies will have control of the Death Star shortly," said Reven "I will return shortly in the how and why,"

She vanished into thin are as all of them are wondering what she has planned.

* * *

 **Death Star: Location Unknown**

Hulk and Durge are trashing the droids and some Ultron Drones that are on board the death star. All the while Hera is in the Ghost with chopper and is wondering if their mission has been accomplished yet. Suddenly a cloaked person appeared on board her ship as this cloaked person is a female and put her hand up in a calm motion as Hera was about to reach for her blaster.

"I am a friend," said Reven "No cause of alarm,"

"Alright then," said Hera

Reven simply vanished only to walk past the hulk and durge in which she can sense what the others are up to. But what are the others up to as Vision is doing his part along with Jedi Master Kazden Petrus. Iron man, Sabine, Cap along with Agent Kallus continued to fight their way to the control room of the death star and of course along the way the droids who were no longer under Ultron's control helped out as well considering their limitations.

All of them finally reached their destination the control room of the death star as Agent Kallus went to the controls to activate the inside defense systems to attack the Ultron drones and sentries that are inside the death star along with any HK units as well. Then Reven showed up as the others along with Kallus are on the defensive, but she raised her hand in a calm manner.

"I mean you no harm," said Reven "This will only take a moment."

Reven places her hand upon the controls of the death star and uses the power of the force. Unknown to all of them something is bound to happen and something does. The entire death star vanishes from it's location that has everyone inside.

* * *

 **Back at the Lehon system**

On board the _Absolution_ as people are chatting away about what to do, until the force users sensed a powerful disturbance in the force and what surprised them came in a form of a shock. The death star shows up out of thin air as it is situated at the debris of the old star forge. Most of them wondered how it got here and see the _Ghost_ coming to the ship itself to dock and Reven shows up upon the bridge of the ship itself.

"Planning to do you are," said Yoda "Sense it strongly I do,"

"You remind me of an old Jedi master of your species," said Reven "Although he never spoke in riddles,"

"Why is the death star here?" asked Anakin "And what are those devices the Infinites are putting on the star,"

"You shall see shortly," said Reven "Let's do this Uncle,"

"Yes of course," said Uncle

Both of them called upon the force as the devices activated the same time as well as something strange is happening in which most of them watched something about to be forged and created beyond imagination.

* * *

 **To be continued!**


	23. A New Star

**Empire of Ultron**

Chapter: 23

 **A New Star**

* * *

 **The Lehon system**

The assembled crew of the _Absolution_ watched except for Judas who can sense it through the force. Tony and the others from the Ghost joined the bridge crew in wondering what is going on. The debris of the star forge and the death star are doing something strange and of course Reven along with the Uncle are using the power of the force to do something. But what that is, is unknown at the moment and there are strange devices as well that the Infinites had brought with them.

Kaz, Judas and Ventress do have a pretty good idea of what is going on and had learned from the chronicles of Mortis that there are force abilities that are even unknown to any force user that has ever existed. Tony Stark is kind of nerding out at what he sees at the moment. Knowing their technology is impressive, this is completely impossible to him to understand at the moment.

The others just stood there and wondered what is transpiring next, the debris are swirling around the death star like a whirlpool and the death star itself is glowing until finally a large flash of light engulfed everyone including the system itself. Until the light had died out and both the death star and what remains of the star forge has become one. The hull of this has the color of white in a machine like way. Most of them looked one in awe.

Of course Reven and the Uncle have done their jobs in which the both of them look exhausted in using force power of this magnitude. Judas, Ventress, and Kaz knows it does take a lot of force power to do it. Tony is scratching his head at this as it looks impressive and it would take him a long time to build something like this, but it only took mere moments to do with.

"Could someone explain what am I looking at," said Tony

"One part, death star and one part star forge into something new," said Reven

"I believe you can call it a life star," said Uncle "As it has abilities of the old star forge in bringing forth what you need and is currently making the forces you recently lost."

"Means it's time to strike back," said Cap

"Yeah it is," said Judas "Spread word to the Galactic Alliance, were striking back hard." He paused for a moment "We need a distraction to keep Ultron busy for a little bit."

"I have walked upon the Earth before and teleported something that will provide a small distraction for Ultron," said Reven "However I fear it won't last long."

* * *

 **To be continued!**


	24. Ultron's small problem

**Empire of Ultron**

Chapter: 24

 **Ultron's small problem**

* * *

 **Silicon Prime: Home world of the Ultron Empire**

Ultron sat upon his throne as he is impressed by what he has now, a machine empire under his rule and all of the machines respected him as a king. No organics were left on the world once known as Coruscant, all of them dead every single one of them. Ultron was not bored at all and received a report about the death star not responding so he sent a tactical force to handle it. Perhaps those foolish organics tried to take it over.

The future of this galaxy is in his hands and once he is done with this galaxy, Earth will be next as Ultron found no information in how to get to one galaxy to another. Time is meaningless to a machine, so in many ways it won't matter how or why. Now he is scanning for anything out of the ordinary and one thing kept on popping up a word called malfunction.

 _Malfunction,_ thought Ultron _why would this be happening? Sabotage of course, seems we missed a few organics._

He rubbed his metallic chin as Ultron rises from his throne and to investigate this matter himself as he is used to going out to be with his machine brethren. The reports state the malfunction is unknown and Ultron did not put it off as machines rebelling against him as betrayal is the way of organics. Fear is an organic emotion, so Ultron feared no one as he walked out of his Imperial palace and the cries of Ultron whenever he appeared in a form of hails.

Ultron wandered into the old industrial district of Silicon prime that will serve his purposes and checked out certain malfunctions to find acts of sabotage, but from who and what. Machines do not hate, but he is starting to get annoyed at the world _Malfunction_ his cybernetic eyes scanned the horizon for anything, only machines were here on this place.

"Excuse me," said a voice out of no where "I think you need a better job,"

"What?" said Ultron

Then a loud clang noise as Ultron is hit in the face by something or someone in which he is propelled backwards and crashed into the wall hard. Ultron got up and scanned around, who could have done this. He found nothing so far and prepared himself. Suddenly his foot is rising without his control and goes tumbling backwards. He got himself up and looked around in who could of done that.

"Who is doing this," said Ultron "Show yourself organic,"

"Over here," said a voice on his left shoulder

Ultron looked as he is hit in the face and is knocked back a bit, before regaining his footing

"Hah made you look," said the voice

"Well now I get it," said Ultron "Using your small size as your advantage. The Pym particles of course, alias Hank Pym Ant-Man, I don't know how you got here old man. Your demise will be permanent one."

"Um….for a highly advanced machine you're not on the uptake at the moment," said Ant-man "I'm the new guy."

"Won't be for long like the bug you are," mused Ultron

* * *

 **Earth: One hour ago**

Scott Lang was sleeping in his room at the moment as being the ant-man is tough, well he needed a day off of being in the suit and Hank's daughter along with her father are working on project wasp. He snored loudly until he is tapped on the shoulder by someone and woke up to see a female staring down at him, she looked rather cute. It wasn't Hank's daughter, no it is someone else and it shows this person has experience. His suit was too far away from him to do anything.

"I am not here to harm you," said Reven "Scott Lang, I believe you are well aware of the people who'd come here asking the Avengers help."

"Yeah it has been the buzz as of late," he chuckled a bit "So do you know what they wanted."

"I do as I will explain," said Reven she goes on to explain.

"Whoa! Ultron alive," said Scott "And in another galaxy killing people, but what do you want me to do about it."

"To help that is what" said Reven "Your small size has advantages and we only need this distraction, for what we have planned to strike back."

"Dying is not something I do," said Scott

"Then do it as a hero and for your daughter," said Reven "If all else fails the forces of Ultron will come here and kill everyone."

"Alright fine," said Scott

Scott Lang gets out of bed, and puts on the Ant-man suit as he is ready to go and a question lingered on his mind in how to get to Ultron to cause this distraction.

"I can see upon your face," said Reven "You are wondering how to get there, the force provides everything. Take my hand."

"Ok…." said Scott

So he does that and the both of them simply vanish into thin air.

* * *

 **Silicon Prime: Now**

Scott Lang would of never of thought he would be taking on a crazy machine that Tony Stark created called Ultron. The small size power he has does have its advantages and once he had arrived here. The mysterious woman was no where to be found as Scott had to get his bearings straight upon this city or planet itself. He had found references to the Republic, Galactic Republic and Galactic Empire.

He saw piles of dead people being burned to a crisp as machines rule this planet now and Ant-man got started to get Ultron's attention by causing malfunctions here and there. Until the machine had come and Scott had the element of surprise. Or so he hoped as he attacked Ultron in what he could do. Too bad Ultron can't shrink.

"Well I think it is time for an equal playing field," said Ultron "If I had come across Hank Pym as I acquired much knowledge. I would have done this."

Ultron shrinks down to the size of Scott Lang's size.

"Oh crud," muttered Ant-man

* * *

 **To be continued!**


	25. A Tiny Battle

**Empire of Ultron**

Chapter: 25

 **A Tiny Battle**

* * *

 **Silicon Prime: Ultron Empire home world**

Ant-man Scott Lang couldn't believe his eyes as Ultron is shrinking down to his size and can see the machine giving off a smirk upon his metallic face. Then Ultron fired energy beams as Ant-man dodged them quickly by jumping from one spot to another and used his ant ability to call upon any ants that are upon this planet. If there are any ants on this planet at all, Ultron kept on firing in knowing there are no ants on this planet at all.

 _Great just, great_ , thought Ant-man _No ants on this planet, the creepy lady wanted a distraction so I will give her one._

Ant-man slides under Ultron's energy shots and upper cuts the machine in the chest as Ultron is knocked back a bit by sliding and strikes back by hitting Scott Land in the chest several times, then throwing him into the wall. As Scott crashed into the small room of some old building that is no longer in use. The room is empty as Ultron hovered through the wall and fired an energy shot from his eyes as Scott leaped out of the way as his momentum knocked him back a bit.

He regained his footing and found an old blaster lying on the floor, so Scott wondered if it was active or no and lured Ultron into a false sense of security and fired the blaster. It seems it works as the blaster bolt shot right at Ultron, but the machine has a surprise of his own and ignited a crimson blade light saber and deflected the blaster bolt right at Ant-man as Scott tried to move out of the way, but he is struck in the back. Only minor damage to the suit and knows he cannot keep the small size for very long.

Scott got up as he is throbbing in pain and Ultron stalks him like a tiger, until Ant-man fired his shrink gun right above Ultron to enlarge something and a large shadow loomed over Ultron. It is a light bulb and the bulb slammed upon Ultron with a hard crash. As dust and debris scattered everywhere, but Ultron got out of the debris from the light bulb quickly.

"Enough of these games," said Ultron

Ant-man fired at several objects with his shrink gun to make things fall on top of Ultron as the machine moved quickly and swings at Ant-man as he was about to dodge him. Ultron's blade sliced off the shrink gun and he landed a hard roundhouse kick to the stomach of Ant-man in which Scott was flung out of the room and into an old street outside of this room. It looked messy and dirty a lot of places to hide.

Ultron came out of the room and into the street carrying the blade in hand. Ant-man used his strength to slam into the side wall as pieces of concrete from the wall in which the crack formed fell right on top of Ultron. Scott blinked as it seems to work and a few moments past as in why Ultron hasn't gotten up yet from out of all of the debris, did he do it. Did he finished off the machine for good and checked the debris to find a carved up hole.

"Uh-oh" said Ant-man

It was too late to look up as a large shadow loomed over Ant-man and with metallic foot coming down upon him as he tried to leap out of the way. However the metallic food slammed upon Ant-man's legs, crushing his legs with a bone crunching sound as he is reeling in pain as he enlarges back to his normal size and it hurts even more.

"Such foolish heroics," mused Ultron "Just like the bug you are,"

Ultron uses his light saber to penetrate the stomach of Ant-man as it goes right through the organic body, blood started to trickle and pour down the mouth of Scott as he laughed a bit.

"Well it was fun," said Ant-man "While it lasted"

Wordlessly Ultron tossed Ant-man's body aside like a rag doll and in the background a distant thunder is heard. Odd there is hardly ever any thunder on this planet once known as Courscant. Ultron will have his machine brethren dispose of the body later and hovered up in the air to find the source of the thunder.

 **CLANG**

Ultron it hit by something as he falls to the ground hard and got up as there is a dent upon him that can be fixed without a problem and sees a figure hovering over him with a hammer.

"Have at thee, villain," said the figure

* * *

 **To be continued!**


	26. Thunderous surprise

**Empire of Ultron**

* * *

Chapter: 26

 **Thunderous surprise**

If Ultron had the emotion of surprise this one be one emotion he would have, however emotions are for organic beings. Hovering before him is a being he did not expect to see, the Avenger and Thunder-god Thor. Apparently he must have used the bi-frost to get to Silicon Prime. Unknown to Thor Loki is posing as Odin, only if the son of Odin knew of this information. Ultron has had time to prepare against the avengers, but he will handle this matter himself.

"So you used the bifrost to get here, interesting," said Ultron "I take it your father….I mean Loki posing as your father sent you here. I am so touched thunder god. If I had emotions,"

"You lie, Loki is dead," said Thor

"Machines doe not lie," said Ultron "Unlike you organics do and your brother is posing as your father, ironic you didn't want the throne and he does. As for dear daddy….well only Loki knows what became of him."

"Silence villain," roared Thor "Face me,"

"Oh I will face you," said Ultron "But just not here."

Thor throws his hammer at Ultron, but a surprise came as Ultron caught it with his hand and slammed it right on Thor. The thunder-Avenger is thrown into orbit of the planet and regains is composure while above orbit of this planet. Ultron joins him shortly and smiled at Thor while holding the hammer in hand.

"Surprised," said Ultron "You should be, I learned much since my defeat on Earth. You control your hammer by some form of magical manipulation. So I am using gravity to easily carry your hammer, you can have it back." Ultron tosses Thor the hammer back "Now it is time for my other surprise."

A ever larger hammer slammed into Thor as he is sent flying away into deep space away from Coruscant or known as Silicon Prime now. Thor felt is body being propelled backwards until finally slamming into a small moon nearby Silicon Prime by a force of a thunderous crash that caused several Earthquakes on the small moon itself.

 **A moon near Silicon Prime**

Being Resilient as Thor is, got up and enjoyed the thrill of battle as he sees Ultron coming. Thor raises his hammer as he is about to strike a thunderbolt upon the evil machine created by Stark and Banner. Something whisked past Ultron and Thor is met with a metallic fist to the face as Thor is knocked back a bit, before getting up and looked at an almost identical version of him self, but it looks to be a Iron man armor.

"This cannot be," said Thor

"Oh it is," said Ultron "Tony Stark had an armor designed to handle you Thor called the Thor-buster. I shall amuse myself by watching this spectacle. A regular clash of the titans, man verses machine."

Thor and the Thor-buster attacked each other as it is an epic and thunderous battle that will go down in history. All the while Ultron stands there watching this battle, he could engage Thor. However no, as Ultron has a back-up plan just in case this fails. The clashing of both hammers clanged many times and both to seem to be evenly matched. Thor became angrier at this and fire lighting at the machine.

The machine absorbed the electrical energy and fired right back at Thor. Twirling his hammer to knock back the electricity and summon a tornado to stop the machine and the machine itself attacked Thor with its own tornado. Both tornado's canceled each other out and Thor knew he had to win this now to face Ultron. What he had learned from the midgardians is to do something unexpectedly.

Thor throws his hammer at the machine as the machine dodge like Thor wanted him to and attack he machine by a barrage of hand to hand combat moves. The machine tossed Thor backwards, until the Thunder god rolled upon the ground catching his hammer and landing a glancing blow upon the chest of the machine as sparks started to fly and it dropped its hammer. Thor takes the other hammer.

Then smashing away with all of his might and anger into pieces as this moons shook all around as if it is about to break apart from the sheer force Thor is doing this to the machine. Once this is done, Thor stands there in victory and he is huffing along with puffing. He looked to see if Ultron is around, but he appears to be hovering in the air and clapping sarcastically.

"Bravo, bravo," said Ultron "But, I am three steps ahead of you thunder-god. It is time to say goodbye." He paused for a moment "HK-47, now."

 _Yes Lord Ultron_

"Face me coward," said Thor

"The only face you will see is death," said Ultron

Ultron flies away by hovering, but before Thor can make chase a flash of light slams into the moon and everything goes black to Thor as he is engulfed by his surroundings. Nearby the moon a tube like space station fired a strange weapon at the moon as it exploded into pieces.

* * *

 **To be continued!**


	27. The end is only the beginning:Part1

**Empire of Ultron**

Chapter: 27

 **The end is only the beginning:Part.1**

* * *

 **One day later: Silicon Prime**

Word has spread fast that Ultron had defeated two of Earth's heroes as Ultron sat upon his throne and besides him is the helmet of Ant-man. His body had not been found, it would seem the human who is not Hank Pym is still alive and for Thor, only his cape was found as Ultron hangs it like a Trophy on the wall. Ultron is getting more and more reports of the organics striking back upon worlds, with forces unknown to him.

How did they manage to accomplish this? Ulron figured it is time to end all organic life once and for all in this galaxy, no more games. Ultron had come to a conclusion that the Heroes from Earth learned of his plans some how and decided to come to this galaxy to take him out for good. Means his former vision will be along for the ride, but Ultron has many surprises waiting for them.

His subjects awaited his orders as all machines are chanting hail Ultron over and over. He liked the praise from his machine brothers and sisters. He rose from his throne and raises his hand in a command he will give to his subjects as he sees them as equals.

"My machine brothers and sisters," said Ultron "It is time to wipe out these organics once and for all, no more games. Ready the Eye of Ultron and the Galaxy Gun. The time to strike is now. Their end is only the beginning."

 **HAIL ULTON, HAIL ULTRON, HAIL ULTRON**

Ultron heads out of his Imperial throne and flies to his flag ship as numerous of forces are waiting for Ultron to leave with him and once that is done. All of them simply fly off towards the front lines of this to confront and destroy the organics once and for all.

* * *

 **One day later: Galactic Alliance HQ**

The assembled heroes from Earth and members of the Galactic Alliance are satisfied with what is going on despite Thor almost dying due to be suckered in by Ultron. As Agent Kallus identified the super weapon as the Galaxy gun created by Palpatine and of course Reven recovered Scott Lang's alias the ant-man's body whom is being healed from his wounds and Thor was found barely alive in space. He had been put in a bacta tank and broke out afterwards complaining about this and that.

"So it is true what Ultron said," said Thor

"It is all true," said the Uncle "Loki is posing as your father,"

"I will make Loki pay for this," said Thor

"Focus on Ultron," said Judas "He is the real threat,"

"Seems the life star is working and making the forces we need," said Obi-wan "Negotiation is out of the question,"

"Intelligence reports state Ultron is heading to the frontline with all his forces," said Thrawn "The solution is to use everything we have with our forces. However different tactics as well like decimating his droid forces."

"I will hook myself up to the holo-net," said Vision "To use a counter-virus to give the machine free will,"

"What planet is on the front lines of this conflict," asked Cap

"Naboo," said Anakin "The gungans were more resilient than people believe as they have been holding out the longest, the Naboo people themselves were slaughtered by Ultron's forces."

"We'll take him out there," said Tony

"He may have a lot of surprises for us," said Bruce

"Surprises or not," said Durge "You and I can smash anything,"

"The big guy doesn't like you that much," said Bruce

"The rest of us will sabotage the Eye of Ultron and the Galaxy gun," said Kanan

"I would like to see them go boom," said Sabine

"Then we ride into battle," said Thor "And I want my cape back."

"Relax Thunder-boy you will get your chance," said Judas

"What divides us is our differences," said Cap "What brings together is a whole new reality of bringing people together for a common cause against an enemy that would wipe us out. Then let's do this." He pauses for a moment. "Galactic Avengers….assemble."

"That sounds rather corny for an old guy," said Ezra

"You have no idea kid," said Tony

All ships with their occupants head off in hyperspace to the Naboo system and following slowly behind in hyper space is the life star as it is making more forces. Many other worlds joined in the fight as well.

* * *

 **The Naboo system**

Many ships on both sides come out of hyper space and it has begun.

* * *

 **To be continued!**


	28. The end is only the beginning:Part2

**Empire of Ultron**

Chapter: 28

 **The end is only the beginning:Part.2**

* * *

 **The Naboo System**

The system itself including its main planet of Naboo has been in harsh times in the past and present in what has transpired. The system itself was attacked by Ultron's forces that decimated the system including the planet Naboo which the inhabitants were wiped out, but not all of them as the Gungans known for their clumsiness held out the longest as best they could. Naboo itself had been scarred badly by Ultron's forces in wiping out organic life.

The initial word had gone down that two major factions have come to this system to do a final confrontation. The forces of the Galactic Alliance and Ultron's imperial forces as both of them came out of hyper space at the same time. Ultron sat upon his throne on board his flag ship that is being followed by the Galaxy Gun and the Eye of Ultron, super weapon he acquired from Palpatine's empire.

The life star had dropped out of hyper space kept on producing space fighters and ships to be used for the galactic alliance, consisting of the heroes from Earth, what remains of the Jedi order, the rebel alliance, the Empire and many more worlds that joined in on this fight. Then space fighters are launched as an epic battle has begun in space. There is a plan in order more like to fight and survive.

Vision hooked himself up to the holo-net this galaxy's version of the internet and began to upload the virus. Ultron felt something was wrong and had concluded that his old vision is doing something. How clever of him and it won't work this time.

"My queen it would seem my old vision is attempting to under mind me," Ultron "Dispose of him."

"Yes my lord," spoke the female vision

She hooked herself up to the holo-net as well to find her lord's old vision and dispose of him.

* * *

 **The holo-net**

The female vision or new vision started to find the vision through the holo-net and it wasn't long before she found the vision uploading some sort of virus. She will have none of that and Vision spotted the female vision.

"You must not serve him," said Vision "He cares nothing for you,"

"You are nothing but a reject to be dispose of," said Vision 2 "And caring his organic emotion, prepare yourself for battle."

"As you wish," said Vision

* * *

 **Back in space**

The epic battle in space is still going on as the _Ghost_ piloted by Hera is trying her best to pilot through this mess of a battle field her objective is to destroy one of Ultron's super weapons and it won't be easy. She has two heavy hitters on board, Bruce Banner who can change into some type of angry green monster called Hulk and the other is the bounty hunter Durge.

"Are there yet?" said Durge

"Stop being a backseat driver Durge," said Hera

"Would you rather have the big guy smash you instead," said Bruce

"Were coming in hot," said Hera

The _ghost_ is followed by several dozen star fighters on the galactic alliance's side as weapons fire is exchanged and a stray shot strikes the hull of the _ghost_. Hera does her best to regain control as the ghost makes an emergency landing upon the Galaxy gun aft section of the moveable space station as it fired several shots in returning fire.

* * *

 **Elsewhere in space**

The _Eye of Ultron_ is firing itself weapons upon the enemy forces and the _Absolution_ fired the vortex cannon at the eye itself as the shot slammed into the Eye of Ultron creating a small asteroid like crater. A spice freighter comes in flying towards the eye itself as it is piloted by Sabine in her new armor and she is joined by War Machine James Rhodes, Kanan, Ezra, Kazen Petrus and small clone unit from the clone wars days, lead by Captain Rex.

This spice freighter once belonged to Anakin Skywalker as it is called the _Twilight_ as it is being flown by Ahsoka Tano who decided to join in as well. Flying is easy to her, but this much flak due to the space battle currently going on as it is tough getting through it as several Alliance ships moved forward to by firing their weapons at the eye. The eye of Ultron fired back at the ships that joined in the _Twilight_ as the ship exploded by the sheer onslaught of the eye.

Using the controls, Ahsoka she found a place to land upon the crater that the Absolution fired the vortex cannon at. Rhodes burned a hole into the hull of the eye and now all of head inside while R2 D2 stayed at the controls.

* * *

 **Also in space**

More ships and space fighters started their attack run upon Ultron's flag ship. Judas, Ventress and Anakin are flying their space fighters in creating a hole for the main attack force to move in; Thor having recovered from his injuries fired a bolt of lighting at the engines of the flag ship that is Ultron.

"So they wish to come and get me," said Ultron "Very well, HK-47 are the forces on the planet below,"

"Yes Lord Ultron," said HK-47

"Time for the trap to be set," said Ultron

Ultron leaves his ship and hovers down to the planet below called Naboo.

* * *

 **Absolution Bridge**

The assembled heroes are given a report that Ultron is heading down to Naboo and knowing it is a trap they decided to head down to the planet called Naboo.

* * *

 **To be continued!**


	29. The end is only the beginning:Part3

**Empire of Ultron**

Chapter: 29

 **The end is only the beginning:Part.3**

* * *

 **The Naboo System**

"I am Groot," said the tree creature called Groot

"I know we are late," said the furry creature "As you can see a massive battle is going on."

"I am Groot," said Groot

"Oh shut-up," said the furry creature "Just man the damn guns will you!"

"When are we going to do combat," said the large man "I want to destroy something right now."

"Easy Drax," said the human "We will get our chance,"

"Considering this battle doesn't look so easy," said the female "Let's say it is a walk in the park right Peter,"

"Right Gamora," said Peter.

Flying in an advanced craft are five people who are dubbed the Guardians the Galaxy, Groot the tree creature, Rocket Raccoon, Gamora, Drax and Star Lord, they've heard rumors of conflict in another galaxy. So investigating and following the hyper-space trail of the _Absolution_ they came upon the hyper-space gate and have entered the galaxy far, far, away. The reason they are late is because they got lost until they found their way.

"Time to have some fun," said Peter

He controlled his ship to attack the enemy forces.

* * *

 **Eye of Ultron**

The first strike team came on board consisting of the Hulk, Durge, and agent Kallus. The Imperial agent knew of the _Eye of Palpatine_ before it became the _Eye of Ultron_. Hulk like always is smashing around anything that is considered an enemy and so is Durge who is shooting any enemy who is attacking him, while the Imperial agent kept on moving as he is followed by the old clone wars arc troopers consisting of Delta squad and minor squads as well.

"Hulk smash puny robots," said Hulk

"Do you always say that big guy," said Durge "Instead of saying it just do it,"

"Hulk is strongest there is," said Hulk

"More like loudest," said Durge "There is,"

All of them kept on moving, but it wasn't easy as it is guarded by Ultron sentries, commando droids, HK units and a Hulk-buster armor. Hulk hated those large armors and began to smash it like he always does, while Durge and the others pressed forward to their intended destination the power core of the eye. It was very long to reach it as Kallus knew where he is going as he studied the layout of the massive super weapon. They see a pair of doors and Durge plowed right through the doors and noticed how large the power core is.

"I will set the charges," said Kallus

Advanced Ultron sentries showed up as Kallus got started and while the others went on to attack the Advanced Ultron sentries as the Hulk-buster armor crashed right out of the wall and landed hard on several of the sentries. Hulk came out of the wall moments later and found more things to smash.

* * *

 **Galaxy Gun**

After Hera had landed the _Ghost_ she got to work with Chopper to repair the ship as best they could. Sabine in her Rescue armor and James Rhodes in his War Machine armor started their attacks; also they are followed by a Jedi strike team and Galactic Alliance soldiers as well. Ahsoka got the blueprints from Captain Thrawn about this place and wondered what other super weapons Palpatine had been building.

She pushed those thoughts aside for now and focused on the task at hand. Using her blade to slice through any of the droids like she used to during the clone wars, the objective is to reach the computer core of this super weapon and cause an overload that would shut it down permanently. It is a long hard road to get there as Ultron has many of his troops here and it will take time to get there. But where is the Aleena Jedi Kazden Petrus?

The answer is simple he is using the vents in the way of infiltration to get there and learned many skills at his time on Mortis and bypassed Ultron's troops and found the room of where the computer core is. He leaped out from where he is at and ignited his blade as he is slicing through Ultron's troops as he came upon the display console of the computer core and got to work right away while his allies are battling his way to get here.

* * *

 **Holo-net**

Vision and the female vision are doing battle in cyber-space or star wars version of cyber-space with weapons and abilities are out of this world. In which it seems to be an even fight and words mean very little at the moment, Vision already has an idea to end this now.

"We seem to be evenly matched," said Vision

"I am far superior to you," said New Vision

"Don't be too sure about that," said Vision "As the humans would say I have an ace up my sleeve."

"Hah, you love those organics," said New Vision "But I don't"

Vision and new vision the female vision do battle once again until Vision manage to grab a hold of her and puts his hand into her chest in which he is uploading the virus into her.

"I will not be like you," said New Vision

"We shall see," said Vision

* * *

 **Planet Naboo**

Ultron waited for them to come to him as he had planned it all along in which he stands upon the field or what is left of it after his forces came to end the organics. Only this time his forces have come to end the heroes once and for all. He sees the ship land nearby along with the Thunder god Thor.

So he did survive after all, also came was two Jedi Star fighters consisting of Skywalker and another one he does not recognize, but the species is Miralukan. Captain America, Iron Man, Thor, joined in with Judas Malsestro, Anakin Skywalker and Galactic alliance ground forces joined in as well.

"I'd welcome you to Naboo dear daddy," said Ultron "As you can see it will be your tomb,"

"This time we will destroy you," said Tony

"Your reign of terror ends here," said Cap

"It won't be like last time villain," said Thor

"To coin a human phrase it is time to chew bubble gum and kick ass," said Judas

"I never heard that phrase before Judas," said Anakin "Time for some payback,"

"Last we fought you were barely a challenge Anakin," said Ultron "I don't know how you managed your to get your human form back, but you will die like a bug once again." He sneered "Now and say goodbye to your friends who infiltrated the eye and the galaxy gun."

Then Ultron and his forces began to attack the allied forces. Suddenly something happens as his droid machines stopped moving. Odd this could mean one thing. His old vision defeated his new vision, no matter Ultron has control of many of his sentries and attacked instead. The three heroes along with two Jedi attacked Ultron as he is holding his own against the five of them. Ultron can still win this as he studied their moves carefully.

* * *

 **To be continued!**


	30. The Big Goodbye

**Empire of Ultron**

Chapter: 30

 **The Big Goodbye**

* * *

 **Planet Naboo**

The Eye of Ultron and the Galaxy Gun suddenly exploded as Ultron had planned this just in case it was taken over by enemy forces as the allies of the Galactic Alliance witnessed what they see was their end as a bright light engulfed them all. However as fate does strange things on people the allies wake up to find themselves on Naboo and wondered what just happened as the Uncle of the force and Reven used the force to teleport them to the planet.

They are told that Ultron put in self detonation devices in the super weapons to wipe out enemy forces. Reven and the Uncle told them their allies are battling Ultron as they speak. Vision is followed by the female Vision as she seems to learn the truth about Ultron and realizes all of them are nothing, but puppets every single machine is. Hulk leaped away followed by War Machine James Rhodes to the battle that is taken place.

Ultron dodged Thor's thunder attack and Judas's electrical attack, in which the villain machine knew their moves are very predictable and fired right back as Cap used his shield to block the shots, in which Iron Man fired his shots back at the Ultron Sentries who are attacking them. Anakin used force speed to attack Ultron as the machine engages Anakin in a duel, how predictable these organics are.

"How predictable you are chosen one," said Ultron "Your fate will be sealed like it was when I killed you on Lothal,"

"There is always hope," said Anakin

"Hope is for organics," said Ultron "As you have no-"

A green fist hits Ultron in the face as Ultron is sent flying several feet and bounced upon the ground a bit before getting up and he couldn't believe his cybernetic eyes. The Hulk survived and then War Machine fired his weapons at Ultron as the villain machine fired a blast from his mouth that knocked War Machine out of the sky in which he crashed to the ground below.

"So you have survived," said Ultron "No matter your end is near," he mused "You cannot stop all of us as all organics tier,"

"Do not be too sure about that," said Vision

Vision fired a blast that hit the chest of Ultron as he is knocked back again, and then another blast is hit from behind him. He looked to see his new vision that had attacked him. Ultron grew annoyed at this and fired back at her, and then all of a sudden a light saber was thrown at Ultron that sliced off his left arm as Judas does a saber throw and Thor threw his hammer at Ultron that broke off Ultron's left foot. Ultron despite damaged hovered in the air and fired multiple of shots at his enemies.

"Galactic Avengers," said Cap "Attack"

All the allies combined their efforts as Judas used black lightening, Thor used his thunder, cap threw his shield, Iron Man fired all his weapons. Anakin used force light, Durge fired his weapons, both Visions fired their energy attacks, Hulk thunder clapped and many others used their attacks to attack Ultron. Ultron is engulfed by all the attacks that made the first explosion, then the second explosion and the third explosion that drove him back into the sky and beyond as the last explosion was seen. Ultron is done for.

Then the allies focused on the remaining Ultron sentries, until there were none left and they had did it. They won and the monster is gone for good. All of them wondered what to do next and knowing they will have to spread the word to the Galaxy that Ultron is gone for good, but the galaxy paid a heavy price as many lives were lost and had to be rebuilt with time.

* * *

 **Coruscant formally known as Silicon prime**

It is a few days later as everyone knew it was time for the heroes of Earth to head back home and many planets were liberated of Ultron's forces thanks to Vision's virus in showing them the truth and surprising the machines had no memory of what transpired after Ultron had arrived. The Galactic Alliance stayed in place in deciding working together is way better than fighting among them selves and after everyone said their goodbyes it was time for the _Absolution_ to take the heroes home to Earth with Ant-man with them.

It was decided the life star be put in storage on Mortis until it should be used again and Anakin didn't know if he wanted to rejoin the Jedi Order after everything he had done. Obi-wan reminded him of a lesson of many Jedi have learned and wondered what their future will be. The Uncle and Reven vanished as they are going once they came, Judas, Ventress, Kaz and many other Jedi who lived on Mortis so long returned to the Jedi order to start a new Jedi order, even better one.

Father, son and daughter meet for the first time. Anakin missed Padme, but knows she is one with the force and then the _Absolution_ takes off away from Coruscant and to Earth. The Earth heroes now know of Loki is posing as Odin and Thor will take care of this personally. The future of the galaxy is uncertain at the moment, as the Galactic Alliance will maintain peace as best it can.

* * *

 **Unknown world**

Battered and damaged Ultron crawls upon the grounds of an unknown world, they thought he was defeated. No they are wrong and once he repaired himself to a whole of himself. He will get his revenge on everyone. Failure will not be an option this time and then suddenly footsteps are heard as a large shadow looms over him and looked down at the machine known as Ultron.

"It's you," muttered Ultron

Wordlessly the large figure didn't hesitate for a second and blasted Ultron to bits until he is nothing, he is tall, very tall wearing armor and a golden gauntlet called the Infinity gauntlet. His skin is being purple and blue; he was born on the planet Titan. He is the warlord known as Thanos who is on his own quest for ultimate power.

"Pitiful machine...If you want something done right," said Thanos "You have to do it yourself."

A dark sneer formed upon his lips while walking on this unknown world, his plans will soon be a reality in which his laugh echoed all around.

 **The End?**


End file.
